APARTMENT INVESTMENT & MANAGEMENT CO, 424B3, 1999-04-05

APARTMENT INVESTMENT & MANAGEMENT CO
424B3, 1999-04-05
REAL ESTATE INVESTMENT TRUSTS

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<PAGE> 1

Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-60355
Prospectus Supplement to Prospectus dated March 26, 1999
PROSPECTUS SUPPLEMENT

(TO PROSPECTUS DATED MARCH 26, 1999)

AIMCO Properties, L.P.
is offering to acquire units of limited partnership interest of

Four Quarters Habitat Apartments Associates, Ltd.
in exchange for your choice of:
603.75 of our 8.0% Class Two Partnership Preferred Units;

401.25 of our Partnership Common Units; or

$15,090 in cash.

Generally, you will not recognize any immediate taxable gain or loss if you
exchange your units solely for our securities. However, you will recognize
taxable gain or loss if you exchange your units for cash.

We have retained Robert A. Stanger & Co., Inc. to conduct an analysis of
our offer and to render an opinion as to the fairness to you of the offer
consideration from a financial point of view.

Our offer consideration will be reduced for any distributions subsequently
made by your partnership prior to the expiration of our offer.

We will only accept a maximum of 25% of the outstanding units in response
to our offer. If more units are tendered to us, we will generally accept units
on a pro rata basis according to the number of units tendered by each person.
Our offer is not subject to any minimum number of units being tendered.

You will not pay any fees or commissions if you tender your units.

Our offer and your withdrawal rights will expire at 5:00 p.m., New York
City time, on June 4, 1999, unless we extend the deadline. You may withdraw any
tendered units at any time before we have accepted them for payment.

SEE "RISK FACTORS" BEGINNING ON PAGE S-23 OF THIS PROSPECTUS SUPPLEMENT AND
ON PAGE 2 OF THE ACCOMPANYING PROSPECTUS FOR A DESCRIPTION OF RISK FACTORS THAT
YOU SHOULD CONSIDER IN CONNECTION WITH OUR OFFER, INCLUDING THE FOLLOWING:

- We determined the offer consideration of $15,090 per unit without any
arms-length negotiations. Accordingly, our offer consideration may not
reflect the fair market value of your units. Stanger, in rendering its
fairness opinion, determined that the going concern value of your
partnership units was $16,272 per unit.

- Your general partner is a subsidiary of ours and, therefore, has
substantial conflicts of interest with respect to our offer.

- We are making this offer with a view to making a profit and there is a
conflict between our desire to purchase your units at a low price and
your desire to sell your units at a high price.

- Continuation of your partnership will result in our affiliates continuing
to receive management fees from your partnership, which would not be
payable if your partnership was liquidated.

- It is possible that we may conduct a subsequent offer at a higher price
more than one year after expiration of this offer.

- Unlike your partnership, our policy is to reinvest proceeds from the sale
of our properties or refinancing of our indebtedness.

- We may change our investment, acquisition or financing policies without a
vote of our securityholders.

- If you acquire our securities, your investment will change from holding
an interest in a single property to holding an interest in our large
portfolio of properties, thereby fundamentally changing the nature of
your investment.

- We cannot predict when the property owned by your partnership may be
sold.

- Recently, Moody's Investors Service revised its outlook for AIMCO's
ratings from stable to negative.

- There is currently no market for the Partnership Preferred Units or
Partnership Common Units.

Neither the Securities and Exchange Commission nor any State Securities
Commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus Supplement or the accompanying
Prospectus. Any representation to the contrary is a criminal offense.

The Attorney General of the State of New York has not passed on or endorsed
the merits of this offer. Any representation to the contrary is unlawful.

March 31, 1999

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
SUMMARY........................................ S-1
The Offer.................................... S-1
The AIMCO Operating Partnership.............. S-1
Affiliation with your General Partner........ S-1
Risk Factors................................. S-1
Background and Reasons for the Offer......... S-6
Valuation of Units........................... S-9
Fairness of the Offer........................ S-10
Stanger Analysis............................. S-11
Your Partnership............................. S-11
Terms of the Offer........................... S-12
Federal Income Tax Consequences.............. S-14
Comparison of Your Partnership and the AIMCO
Operating Partnership...................... S-14
Comparison of Your Units and AIMCO OP Units.. S-14
Conflicts of Interest........................ S-15
Source and Amount of Funds and Transactional
Expenses................................... S-16
Summary Financial Information of AIMCO
Properties, L.P............................ S-17
Summary Pro Forma Financial and Operating
Information of AIMCO Properties, L.P....... S-19
Summary Financial Information of Four
Quarters Habitat Apartment Associates
Ltd........................................ S-21
Comparative Per Unit Data.................... S-21
THE AIMCO OPERATING PARTNERSHIP................ S-22
RISK FACTORS................................... S-23
Risks to Unitholders Who Tender Their Units
in the Offer............................... S-23
Offer Consideration Not Based on Third
Party Appraisal or Arms-Length
Negotiation.............................. S-23
Offer Consideration May Not Represent Fair
Market Value............................. S-23
Offer Consideration Does Not Reflect Future
Prospects................................ S-23
Offer Consideration Based on Our Estimate
of Liquidation Proceeds.................. S-23
Offer Consideration May Be Less Than
Liquidation Value........................ S-23
Holding Units May Result in Greater Future
Value.................................... S-23
Conflicts of Interest with Respect to the
Offer.................................... S-23
Conflicts of Interest Relating to
Management Fees.......................... S-24
Possible Subsequent Offer at a Higher
Price.................................... S-24
Possible Recognition of Taxable Gain on a
Sale of Your Units....................... S-24
Fairness Opinion of Third Party Relied on
Information We Provided.................. S-24
Loss of Future Distributions from Your
Partnership.............................. S-24
Possible Effect of the Other Exchange
Offers on Us............................. S-25
Lack of Availability of Audited Financial
Statements............................... S-25
Potential Delay in Payment................. S-25
Risks to Unitholders Exchanging Units for OP
Units in the Offer......................... S-25
Fundamental Change in Nature of
Investment............................... S-25
Fundamental Change in Number of Properties
Owned.................................... S-25
Lack of Trading Market for OP Units........ S-25
Uncertain Future Distributions............. S-26
Possible Reduction in Required
Distributions on Preferred OP Units...... S-26
Possible Redemption Price of Preferred
Stock.................................... S-26
Possible Recognition of Taxable Gains on OP
Units.................................... S-26
Limitations on Effecting a Change of
Control.................................. S-26
Limitation on Transfer of OP Units......... S-26
Limited Voting Rights of Holders of OP
Units.................................... S-26
Market Prices for AIMCO's Securities May
Fluctuate................................ S-26
</TABLE>

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Litigation Associated with Partnership
Acquisitions............................. S-26
Dilution of Interests of Holders of OP
Units.................................... S-27
Risks to Unitholders Who Do Not Tender Their
Units in the Offer......................... S-27
Possible Increase in Control of Your
Partnership by Us........................ S-27
Recognition of Gain Resulting from Possible
Future Reduction in Your Partnership
Liabilities.............................. S-27
Possible Termination of Your Partnership
for Federal Income Tax Purposes.......... S-27
Risk of Inability to Transfer Units for
12-Month Period.......................... S-27
Possible Change in Time Frame Regarding
Sale of Property......................... S-27
Balloon Payments........................... S-28
SPECIAL FACTORS TO CONSIDER.................... S-28
BACKGROUND AND REASONS FOR THE OFFER........... S-28
Background of the Offer...................... S-28
Alternatives Considered...................... S-30
Expected Benefits of the Offer............... S-31
Disadvantages of the Offer................... S-32
VALUATION OF UNITS............................. S-34
FAIRNESS OF THE OFFER.......................... S-36
Position of the General Partner of Your
Partnership With Respect to the Offer;
Fairness................................... S-36
Fairness to Unitholders who Tender their
Units...................................... S-37
Fairness to Unitholders who do not Tender
their Units................................ S-38
Comparison of Consideration to Alternative
Consideration.............................. S-38
Allocation of Consideration.................. S-42
STANGER ANALYSIS............................... S-42
Experience of Stanger........................ S-42
Summary of Materials Considered.............. S-43
Summary of Reviews........................... S-44
Conclusions.................................. S-46
Assumptions, Limitations and
Qualifications............................. S-46
Compensation and Material Relationships...... S-47
YOUR PARTNERSHIP............................... S-48
General...................................... S-48
Your Partnership and its Property............ S-48
Property Management.......................... S-48
Investment Objectives and Policies; Sale or
Financing of Investments................... S-48
Capital Replacement.......................... S-49
Borrowing Policies........................... S-49
Competition.................................. S-50
Legal Proceedings............................ S-50
History of the Partnership................... S-50
Fiduciary Responsibility of the General
Partner of Your Partnership................ S-50
Distributions and Transfers of Units......... S-51
Beneficial Ownership of Interests in Your
Partnership................................ S-51
Compensation Paid to the General Partner and
its Affiliates............................. S-51
SELECTED FINANCIAL INFORMATION OF YOUR
PARTNERSHIP.................................. S-52
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OF YOUR PARTNERSHIP.......................... S-53
THE OFFER...................................... S-56
Terms of the Offer; Expiration Date.......... S-56
Acceptance for Payment and Payment for
Units...................................... S-56
Procedure for Tendering Units................ S-57
Withdrawal Rights............................ S-60
</TABLE>

i
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<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Extension of Tender Period; Termination;
Amendment.................................. S-60
Proration.................................... S-61
Fractional OP Units.......................... S-61
Future Plans of the AIMCO Operating
Partnership................................ S-61
Voting by the AIMCO Operating Partnership.... S-62
Dissenters' Rights........................... S-62
Conditions of the Offer...................... S-62
Effects of the Offer......................... S-64
Certain Legal Matters........................ S-65
Fees and Expenses............................ S-66
Accounting Treatment......................... S-67
FEDERAL INCOME TAX CONSEQUENCES................ S-68
Tax Opinions................................. S-68
Tax Consequences of Exchanging Units Solely
for OP Units............................... S-69
Disguised Sales.............................. S-70
Tax Consequences of Exchanging Units for Cash
and OP Units............................... S-70
Tax Consequences of Exchanging Units Solely
for Cash................................... S-71
Adjusted Tax Basis........................... S-71
Character of Gain or Loss Recognized Pursuant
to the Offer............................... S-71
Passive Activity Losses...................... S-72
Tax Reporting................................ S-72
Foreign Offerees............................. S-72
Tax Consequences of a Termination of Your
Partnership................................ S-72
COMPARISON OF YOUR PARTNERSHIP AND THE AIMCO
OPERATING PARTNERSHIP........................ S-74
COMPARISON OF YOUR UNITS AND AIMCO OP UNITS.... S-81
DESCRIPTION OF PREFERRED OP UNITS.............. S-87
General...................................... S-87
Ranking...................................... S-87
</TABLE>

<TABLE>
<CAPTION>
PAGE
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<S> <C>
Distributions................................ S-87
Allocation................................... S-88
Liquidation Preference....................... S-88
Redemption................................... S-89
Voting Rights................................ S-89
Restrictions on Transfer..................... S-90
DESCRIPTION OF CLASS I PREFERRED STOCK......... S-90
COMPARISON OF PREFERRED OP UNITS AND CLASS I
PREFERRED STOCK.............................. S-92
CONFLICTS OF INTEREST.......................... S-96
Conflicts of Interest with Respect to the
Offer...................................... S-96
Conflicts of Interest that Currently Exist
for Your Partnership....................... S-96
Competition Among Properties................. S-96
Features Discouraging Potential Takeovers.... S-96
Future Exchange Offers....................... S-97
SOURCE AND AMOUNT OF FUNDS AND TRANSACTIONAL
EXPENSES..................................... S-97
LEGAL MATTERS.................................. S-98
INDEX TO FINANCIAL STATEMENTS.................. F-1
PRO FORMA FINANCIAL INFORMATION OF AIMCO
PROPERTIES, L.P. ............................ P-1
OPINION OF ROBERT A. STANGER & CO., INC. ...... A-1
DIRECTORS AND EXECUTIVE OFFICERS OF APARTMENT
INVESTMENT AND MANAGEMENT COMPANY AND
AIMCO-GP, INC. .............................. B-1
</TABLE>

ii
<PAGE> 4

SUMMARY

This summary highlights some of the information in this Prospectus
Supplement and the accompanying Prospectus.

THE OFFER

In exchange for each of your units, we are offering you a choice of:

- 603.75 of our Class Two Partnership Preferred Units;

- 401.25 of our Partnership Common Units; or

- $15,090 in cash;

in each case, subject to reduction for any distribution subsequently made by
your partnership prior to the expiration of our offer.

We will accept a maximum of 25% of the outstanding units in response to our
offer. Our offer is not subject to any minimum number of units being tendered.

Our offer will expire at 5:00 p.m., New York City time, on June 4, 1999,
unless we extend the deadline.

The original offer price per unit in 1983 was $85,500. For the five years
ended December 31, 1998, your partnership paid no distributions.

THE AIMCO OPERATING PARTNERSHIP

AIMCO Properties, L.P. is the "AIMCO Operating Partnership." It conducts
substantially all of the operations of Apartment Investment and Management
Company, or "AIMCO." AIMCO is a real estate investment trust that owns and
manages multifamily apartment properties throughout the United States. Through
wholly owned subsidiaries, AIMCO-GP, Inc. ("AIMCO GP") acts as the sole general
partner of the AIMCO Operating Partnership. As of December 31, 1998, AIMCO-GP
and AIMCO-LP, Inc., a limited partner of the AIMCO Operating Partnership (the
"Special Limited Partner"), owned approximately an 83% interest in the AIMCO
Operating Partnership. As of December 31, 1998, our portfolio of owned or
managed properties included 379,363 apartment units in 2,147 properties located
in 49 states, the District of Columbia and Puerto Rico. Based on apartment unit
data compiled by the National Multi Housing Council, we believe that we are one
of the largest owners and managers of multifamily apartment properties in the
United States. As of December 31, 1998, we:

- owned or controlled 63,086 units in 242 apartment properties;

- held an equity interest in 170,243 units in 902 apartment properties; and

- managed 146,034 units in 1,003 apartment properties for third party
owners and affiliates.

Our principal executive offices are located at 1873 South Bellaire Street,
Denver, Colorado 80222, and our telephone number is (303) 757-8101.

AFFILIATION WITH YOUR GENERAL PARTNER

As a result of our October 1, 1998 merger with Insignia Financial Group,
Inc. and our February 26, 1999 merger with Insignia Properties Trust, we
acquired a 100% ownership interest in the general partner of your partnership,
MAERIL, Inc., and the company that manages the property owned by your
partnership.

RISK FACTORS

You should carefully consider the risks set forth under "Risk Factors"
beginning on page S-23 of this Prospectus Supplement and on page 2 of the
accompanying Prospectus. The following highlights some of the

S-1
<PAGE> 5

risks associated with our offer and the disadvantages of the offer to you and
should be considered when you review "Summary -- Background and Reasons for the
Offer -- Expected Benefits of the Offer":

RISKS TO UNITHOLDERS WHO TENDER THEIR UNITS IN THE OFFER

OFFER CONSIDERATION NOT BASED ON THIRD PARTY APPRAISAL OR ARMS-LENGTH
NEGOTIATION. We did not use any third-party appraisal or valuation to determine
the value of any property owned by your partnership. We established the terms of
our offer, including the exchange ratios and the cash consideration, without any
arms-length negotiations.

OFFER CONSIDERATION MAY NOT REPRESENT FAIR MARKET VALUE. There is no
established or regular trading market for your units, nor is there another
reliable standard for determining the fair market value of your units. The offer
consideration does not necessarily reflect the price that you would receive in
an open market for your units. Such prices could be higher or lower than our
offer consideration.

OFFER CONSIDERATION DOES NOT REFLECT FUTURE PROSPECTS. Our offer
consideration is based on your partnership's historical property income. It does
not ascribe any value to potential future improvements in the operating
performance of your partnership's property.

OFFER CONSIDERATION BASED ON OUR ESTIMATE OF LIQUIDATION PROCEEDS. The
offer consideration represents only our estimate of the amount you would receive
if we liquidated the partnership. In determining the liquidation value, we used
the direct capitalization method to estimate the value of your partnership's
property because we think a prospective purchaser of the property would value
the property using this method. In doing so, we applied a capitalization rate to
your partnership's property income for the year ended December 31, 1997. In
determining the appropriate capitalization rate, we considered your
partnership's results of operations since December 31, 1997. If property income
for a different period or a different capitalization rate was used, a higher
valuation could result. Other methods of valuing your units could also result in
a higher valuation.

OFFER CONSIDERATION MAY BE LESS THAN LIQUIDATION VALUE. In determining our
offer consideration, we estimated your property to be worth $14,048,000, less
approximately $730,932 of deferred maintenance and investment. It is possible,
that a sale of the property could result in your receiving more per unit than in
our offer. Even if our cash offer consideration is equal to liquidation value,
if you accept OP Units, you may not ultimately receive an amount equal to the
cash offer consideration when you sell such OP Units or any AIMCO Securities you
may receive upon redemption of such OP Units.

HOLDING UNITS MAY RESULT IN GREATER FUTURE VALUE. You might receive more
value if you retain your units until your partnership is liquidated.

CONFLICTS OF INTEREST WITH RESPECT TO THE OFFER. Your general partner is a
subsidiary of ours and, therefore, has substantial conflicts of interest with
respect to our offer. We are making this offer with a view to making a profit.
There is a conflict between our desire to purchase your units at a low price and
your desire to sell your units at a high price.

CONFLICTS OF INTEREST RELATING TO MANAGEMENT FEES. Since our subsidiaries
receive fees for managing your partnership and its property, a conflict of
interest exists between our continuing the partnership and receiving such fees,
and the liquidation of the partnership and the termination of such fees.

POSSIBLE SUBSEQUENT OFFER AT A HIGHER PRICE. It is possible that we may
make a subsequent offer at a higher price, but not earlier than one year after
expiration of this offer. Such a decision will depend on, among other things,
the performance of your partnership, prevailing interest rates, and our interest
in acquiring additional limited partnership interests.

S-2
<PAGE> 6

contribution of such units to our operating partnership. If you tender your
units for cash or for both cash and OP Units, the "amount realized" will be
measured by the sum of the cash received plus the portion of your partnership's
liabilities allocated to the units sold for Federal income tax purposes. To the
extent that the amount of cash received plus the allocable share of your
partnership's liabilities exceeds your tax basis for the units sold, you will
recognize gain. Consequently, your tax liability resulting from such gain could
exceed the amount of cash you receive from us.

The particular tax consequences of the offer to you will depend upon a
number of factors related to your individual tax situation, including your tax
basis in your units, whether you dispose of all of your units in your
partnership, and whether the "passive loss" rules apply to your investments. You
should review "Federal Income Tax Consequences" in this Prospectus Supplement
and "Federal Income Taxation of AIMCO and AIMCO Stockholders," "Federal Income
Taxation of the AIMCO Operating Partnership and OP Unitholders" and "Other Tax
Consequences" in the accompanying Prospectus. Because the income tax
consequences of an exchange of units will not be the same for everyone, you
should consult your tax advisor before determining whether to tender your units
pursuant to our offer.

FAIRNESS OPINION OF THIRD PARTY RELIED ON INFORMATION WE PROVIDED. Robert
A. Stanger & Co.'s analysis of our offer and opinion as to the fairness to you
of our offer consideration from a financial point of view relies on information
prepared by the general partner of your partnership (which is our subsidiary).
No tests of the underlying data were performed, and no independent appraisal was
conducted. Because the fairness opinion will not be updated, changes may occur
from the date of the fairness opinion that might affect the conclusions
expressed in the opinion.

LOSS OF FUTURE DISTRIBUTIONS FROM YOUR PARTNERSHIP. For any units that we
acquire from you, you will not receive any future distributions from your
partnership's operating cash flow or upon a sale of property owned by your
partnership or a refinancing of any of its debt. If you tender your units in
exchange for OP Units, you will be entitled to future distributions from us from
our operating cash flow and upon a dissolution, liquidation or wind-up of the
AIMCO Operating Partnership.

POSSIBLE EFFECT OF THE OTHER EXCHANGE OFFERS ON US. Concurrently with this
offer, we are making or intend to make similar offers to investors in
approximately 90 other limited partnerships. If all of these offers had been
completed by December 31, 1997, our net income for the nine months ended
September 30, 1998 would have been $24,703,000 instead of $41,493,000, based on
the assumptions included in the Pro Forma Financial Statements. If we borrow
funds for the cash consideration for these offers, our interest costs would
increase which could adversely affect our future earnings. If all units in all
the offers were purchased for cash and we borrowed all the funds, at current
interest rates, our interest expense would increase by $3,064,000 per year. See
"Pro Forma Financial Information of AIMCO Properties, L.P."

POTENTIAL DELAY IN PAYMENT. We reserve the right to extend the period of
time during which our offer is open and thereby delay acceptance for payment of
any tendered units. The offer may be extended indefinitely and no payment will
be made in respect of tendered units until the expiration of the offer and the
acceptance of units for payment.

RISKS TO UNITHOLDERS EXCHANGING UNITS FOR OP UNITS IN THE OFFER

FUNDAMENTAL CHANGE IN NATURE OF INVESTMENT. If you tender your units in
exchange for our OP Units, you will have changed fundamentally the nature of
your investment from (i) a partnership that distributes to its partners the
proceeds from a sale of a property or a refinancing of its indebtedness, to (ii)
a partnership that reinvests the proceeds from sales of properties and
refinancings of its indebtedness. You will have changed from a small partnership
with a partnership termination date of 2030 to a much larger partnership with a
partnership termination date of 2093.

FUNDAMENTAL CHANGE IN NUMBER OF PROPERTIES OWNED. If you tender your units
for our OP Units, you will have changed your investment from an interest in a
partnership that owns and manages one property to an interest in a partnership
that invests in and manages a large portfolio of properties.

S-3
<PAGE> 7

LACK OF TRADING MARKET FOR OP UNITS. There is no public market for our OP
Units. In addition, the AIMCO Operating Partnership's agreement of limited
partnership restricts the transferability of OP Units. We have no plans to list
the OP Units on a securities exchange. It is unlikely that any person will make
a market in the OP Units, or that an active market for the OP Units will
develop.

UNCERTAIN FUTURE DISTRIBUTIONS. Although our operating partnership makes
quarterly distributions based on its available cash, there can be no assurance
regarding the amounts of available cash that our operating partnership will
generate or the portion that we will choose to distribute.

POSSIBLE REDUCTION IN REQUIRED DISTRIBUTIONS ON PREFERRED OP UNITS. On and
after March 1, 2005, we may reduce the rate of distributions required to be paid
on the Preferred OP Units, thus reducing the rate of return and possibly
encouraging you to redeem such units.

POSSIBLE LOWER DISTRIBUTIONS. The Preferred OP Units provide for annual
distributions of $2.00 per unit and no more. Current annualized distributions
with respect to the Common OP Units are $2.50 per unit. This is equivalent to
distributions of $1,207.50 per year on the number of Preferred OP Units, or
distributions of $463.75 per year on the number of Common OP Units, that you
would receive in exchange for each of your partnership's units. During 1998,
your partnership paid no cash distributions per unit. Therefore, distributions
with respect to the Preferred OP Units and Common OP Units may be substantially
less, immediately following our offer, than the distributions with respect to
your units.

POSSIBLE REDEMPTION OF PREFERRED STOCK. On and after March 1, 2005, we may
redeem each share of Class I Preferred Stock for $25, plus any accumulated,
accrued and unpaid dividends, possibly forcing you to sell such shares to AIMCO
or to sell in the open market at a possibly lower price per share than would
have occurred without the redemption. If, for example, after five years we
redeemed the Class I Preferred Stock for $25 per share, you will have received
the present value equivalent of the cash consideration of our offer (assuming
annual distributions of $2.00 on each Preferred OP Unit, a discount rate of 8%
and without giving effect to the potential tax deferral associated with
receiving OP Units instead of cash).

LIMITATIONS ON EFFECTING A CHANGE OF CONTROL. Our charter has restrictions
on the ownership of our equity securities in order to comply with certain REIT
tax requirements. The limited partners of the AIMCO Operating Partnership are
unable to remove the general partner of the AIMCO Operating Partnership or to
vote in the election of AIMCO's directors unless they own shares of AIMCO. As a
result, our limited partners and stockholders are limited in their ability to
effect a change of control of the AIMCO Operating Partnership and AIMCO.

LIMITATION ON TRANSFER OF OP UNITS. Investors in our partnership must hold
the OP Units for one year, subject to exceptions. Thereafter transfers may be
made subject to applicable transfer restrictions.

LIMITED VOTING RIGHTS OF HOLDERS OF OP UNITS. The AIMCO Operating
Partnership is managed and operated by its general partner. Unlike the holders
of common stock in a corporation, holders of OP Units have only limited voting
rights on matters affecting the AIMCO Operating Partnership's business. Holders
of OP Units have no right to elect the general partner on an annual or other
continuing basis, and the general partner may not be removed by holders of
limited partnership interests. As a result, holders of OP Units have limited
influence on matters affecting the operation of the AIMCO Operating Partnership
and third parties may find it difficult to attempt to gain control or influence
the activities of our operating partnership. Such matters affecting the
operation of the AIMCO Operating Partnership include liquidation and
distribution policies, property purchases, and potential mergers or
acquisitions.

S-4
<PAGE> 8

MARKET PRICES FOR AIMCO'S SECURITIES MAY FLUCTUATE. We cannot predict the
prices at which our stock will trade in the future. Recently, there have been
fluctuations in the trading prices for many REIT equity securities, including
ours.

LITIGATION ASSOCIATED WITH PARTNERSHIP ACQUISITIONS. We often acquire
interests in limited partnerships that own apartment properties. In some cases
(such as your partnership), we have acquired the general partner of a
partnership and then made an offer to acquire the limited partners' interests in
the partnership. There is a risk that we will be subject to litigation based on
claims that the general partner has breached its fiduciary duties to its limited
partners or that the transaction violates the relevant partnership agreement. As
a result, we may incur costs associated with defending or settling such
litigation or paying any judgment if we lose. As of the present time, no limited
partners of your partnership have initiated lawsuits on such grounds.

DILUTION OF INTERESTS OF HOLDERS OF OP UNITS. We may issue an unlimited
number of additional OP Units or other securities for such consideration and on
such terms as we may establish, without the approval of the holders of OP Units.
Such securities could have priority over the OP Units as to cash flow,
distributions and liquidation proceeds. The effect of any such issuance may be
to dilute the interests of holders of OP Units.

RISKS TO UNITHOLDERS WHO DO NOT TENDER THEIR UNITS IN THE OFFER

POSSIBLE INCREASE IN CONTROL OF YOUR PARTNERSHIP BY US. As a result of the
offer, we may increase our ability to influence voting decisions with respect to
your partnership. However, we will not be able to control voting decisions
unless we acquire more units in another transaction, which cannot take place for
at least one year after expiration of this offer. Also, removal of your general
partner (which is our subsidiary) or the manager of any property owned by your
partnership may become more difficult or impossible without our consent or
approval.

RECOGNITION OF GAIN RESULTING FROM POSSIBLE FUTURE REDUCTION IN YOUR
PARTNERSHIP LIABILITIES. Generally, a decrease in your share of your
partnership's liabilities is treated, for Federal income tax purposes, as a
deemed cash distribution. Although your general partner (which is our
subsidiary) has no current plan or intention to reduce the liabilities of your
partnership, it is possible that future economic, market, legal, tax or other
considerations may cause your general partner to reduce the liabilities of your
partnership. If the liabilities of your partnership were to be reduced, and you
do not tender all of your units pursuant to our offer, you will be treated as
receiving a hypothetical distribution of cash resulting from a decrease in your
share of the liabilities of your partnership. Any such hypothetical distribution
of cash would be treated as a nontaxable return of capital to the extent of your
adjusted tax basis in your units and thereafter as gain.

POSSIBLE TERMINATION OF YOUR PARTNERSHIP FOR FEDERAL INCOME TAX
PURPOSES. If there is a sale or exchange of 50% or more of the total interest in
capital and profits of your partnership within any 12-month period, including
sales or exchanges resulting from our offer, your partnership will terminate for
Federal income tax purposes. Any such termination may, among other things,
subject the assets of your partnership to longer depreciable lives than those
currently applicable. This would generally decrease the annual average
depreciation deductions allocable to you for a number of years if you do not
tender all of your units (thereby increasing the taxable income allocable to
your units in each such year), but would have no effect on the total
depreciation deductions available over the useful lives of the assets of your
partnership. Any such termination may also change (and possibly shorten) your
holding period with respect to your units that you choose to retain Gain
recognized by you on the disposition of retained units with a holding period of
12 months or less may be classified as short-term capital gain and subject to
taxation at ordinary income tax rates.

RISK OF INABILITY TO TRANSFER UNITS FOR 12-MONTH PERIOD. Your partnership's
agreement of limited partnership prohibits any transfer of units without the
consent of your general partner (which is our subsidiary). Such consent may be
withheld by your general partner in its sole discretion. Your general partner
may withhold its consent if such transfer would result in the termination of
your partnership for tax purposes which would occur if 50% or more of the total
interest in your partnership is transferred within a 12-month period. If we
acquire a significant percentage of the interest in your partnership, your
general partner may not consent to a transfer for a 12-month period following
our offer.

S-5
<PAGE> 9

POSSIBLE CHANGE IN TIME FRAME REGARDING SALE OF PROPERTY. It is not known
when the property owned by your partnership may be sold. Therefore, there may be
no way to liquidate your investment in the partnership in the future until the
property is sold and your partnership is liquidated. You may continue to have to
hold the units not exchanged in this offer for an indefinite period of time. The
partnership currently owns one property. The general partner of your partnership
continually considers whether the property should be sold or otherwise disposed
of after consideration of relevant factors, including prevailing economic
conditions, availability of favorable financing and tax considerations, with a
view to achieving maximum capital appreciation for your partnership. We cannot
predict when the property will be sold or otherwise disposed of. However, there
is no current plan or intention to sell the property in the near future.

BALLOON PAYMENTS. Your partnership has approximately $10,650,252 of balloon
payments due on its mortgage debt in October, 2001. Your partnership will have
to refinance such debt or sell its property prior to the balloon payment dates,
or it will be in default and could lose the property to foreclosure.

BACKGROUND AND REASONS FOR THE OFFER

Background of the Offer

We are in the business of acquiring direct and indirect interests in
apartment properties such as the property owned by your partnership. Our offer
provides us with an opportunity to increase our ownership interest in your
partnership's property while providing you and other investors with an
opportunity to liquidate your current investment and to invest in our OP Units
or receive cash, or to retain your units.

On October 1, 1998, we merged with Insignia Financial Group, Inc. In doing
so, we acquired a 51% ownership interest in Insignia Properties Trust, which has
a 100% ownership interest in the general partner of your partnership and the
company that manages the property owned by your partnership. On February 26,
1999, we acquired the remaining 49% interest in Insignia Properties Trust in a
merger transaction. One of the consequences of the merger with Insignia is to
allow us to make the offer and, if successful, to increase our ownership in your
partnership.

We contacted Robert A. Stanger & Co., Inc. in August 1998 to discuss the
possibility of Stanger providing an independent fairness opinion for our offer
consideration. We chose Stanger based on Stanger's expertise and strong
reputation in this area of work. On August 28, 1998, we entered into an
agreement with Stanger to provide such a fairness opinion for your partnership
and other partnerships.

Alternatives Considered

The following is a brief discussion of the benefits and disadvantages of
alternatives to our offer that could have been pursued by your general partner
(which is our subsidiary):

Liquidation. One alternative to our offer would be for your partnership
to sell its assets, distribute the net liquidation proceeds to its partners
in accordance with your partnership's agreement of limited partnership, and
then dissolve. Partners would be at liberty to use the net liquidation
proceeds after taxes for investment, business, personal or other purposes,
at their option. If your partnership were to sell its assets and liquidate,
you and your partners would not need to rely upon capitalization of income
or other valuation methods to estimate the fair market value of your
partnership's assets. Instead, such assets would be valued through
negotiations with prospective purchasers. However, a liquidating sale of
your partnership's property would be a taxable event for you and your
partners and could result in significant amounts of taxable income to you
and your partners.

Continuation of Your Partnership Without the Offer. A second alternative
would be for your partnership to continue its business without our offer. A
number of advantages could result from the continued operation of your
partnership. Given improving rental market conditions, the level of
distributions might increase over time. We believe it is possible that the
private resale market for apartment and retail properties could improve
over time, making a sale of your partnership's property in a private
transaction at some point in the future a more viable option than it is
currently. However, there are several risks and disadvantages that result
from continuing the operations of your partnership

S-6
<PAGE> 10

without the offer. If your partnership were to continue operating as
presently structured, it could be forced to borrow on terms that could
result in net losses from operations. Your partnership's mortgage notes are
due in October, 2001 and require balloon payments of $10,650,252. Your
partnership currently has adequate sources of cash to finance its
operations on both a short term and long term basis but will have to sell
its property or refinance its indebtedness to pay such balloon payments. In
addition, continuation of your partnership without the offer would deny you
and your partners the benefits that your general partner (which is our
subsidiary) expects to result from the offer. For example, a partner of
your partnership would have no opportunity for liquidity unless he were to
sell his units in a private transaction. Any such sale would likely be at a
very substantial discount from the partner's pro rata share of the fair
market value of your partnership's property. There is currently no market
for the Preferred OP Units or Common OP Units.

Expected Benefits of the Offer

We are in the business of acquiring direct and indirect interests in
apartment properties such as the property owned by your partnership. The offer
provides us with an opportunity to increase our ownership interest in your
partnership's property while providing you and other investors with an
opportunity to retain or liquidate your investment in your partnership for cash
or for units in the AIMCO Operating Partnership.

There are four principal advantages of exchanging your units for Preferred
OP Units:

- Tax Deferral. You will generally not recognize any immediate taxable gain
if you exchange your units solely for Preferred OP Units.

- Enhanced Liquidity After One Year. While holders of the Preferred OP
Units must hold such units for one year, subject to certain exceptions,
after a one-year holding period, you may choose to redeem your Preferred
OP Units and receive, at our option, shares of AIMCO's Class A Common
Stock or cash. After a two-year holding period, if you choose to redeem
your Preferred OP Units, you may receive, at our option, cash, shares of
AIMCO's Class I Preferred Stock or shares of AIMCO's Class A Common
Stock. AIMCO's Class A Common Stock is, and AIMCO's Class I Preferred
Stock is expected to be, listed and traded on the NYSE.

- Preferred Quarterly Distributions. Your partnership paid no distributions
for the fiscal year ended December 31, 1998. Holders of Preferred OP
Units will be entitled to receive quarterly distributions of $0.50 per
unit (equivalent to $2.00 on an annualized basis) before any
distributions are paid to holders of Common OP Units. This is equivalent
to a distribution of $1,207.50 per year on the number of Preferred OP
Units you will receive in exchange for each of your partnership units.

- Diversification. We have a substantially larger and more diverse
portfolio of apartment properties than your partnership.

There are five principal advantages of exchanging your units for Common OP
Units:

- Tax Deferral. You will generally not recognize any immediate taxable gain
if you exchange your units solely for Common OP Units.

- Enhanced Liquidity After One Year. While the holders of the Common OP
Units must hold such units for one year, subject to certain exceptions,
after a one-year holding period, you may choose to redeem your Common OP
Units and receive, at our option, shares of AIMCO's Class A Common Stock
(on a one-for-one basis, subject to adjustment in certain circumstances)
or an equivalent amount of cash. AIMCO's Class A Common Stock is listed
and traded on the NYSE.

- Quarterly Distributions. Your partnership paid no distributions for the
fiscal year ended December 31, 1998. In 1998, we paid quarterly
distributions on the Common OP Units totalling $2.25 per unit. In January
1999, we increased our distribution rate on each of the Common OP Units
to $2.50 on an annual basis. See "The AIMCO Operating Partnership."
Assuming no change in the level of our

S-7
<PAGE> 11

distributions, this is equivalent to a distribution of $1,003.13 per year
on the number of Common OP Units you will receive in exchange for each of
your partnership units.

- Growth Potential. Our assets, organizational structure and access to
capital enables us to pursue acquisition and development opportunities
that are not available to your partnership. You would have the
opportunity to participate in the growth of our enterprise and would
benefit from any future increase in the AIMCO stock price and from any
future increase in distributions on the Common OP Units.

- Diversification. We have a substantially larger and more diverse
portfolio of apartment properties than your partnership.

The principal advantage if you tender your units for cash is immediate
liquidity. However, tendering your units for cash may cause you to recognize
taxable gain for Federal income tax purposes.

Disadvantages of the Offer.

The principal disadvantages of the offer are:

- Lack of Independent Price Determination. We determined the offer price
and the terms of the offer, including the exchange ratio for Common OP
Units and Preferred OP Units, and the terms of the Preferred OP Units and
the Class I Preferred Stock. The terms of the offer and the nature of the
securities could differ if they were subject to independent third party
negotiations. We determined the offering price and asked Stanger to
determine if the price was fair. We did not ask Stanger to determine a
fair price.

- No Separate Representation of Limited Partners. In structuring the offer
and determining the offer consideration, no one separately represented
the interests of the limited partners. Although we have a fiduciary duty
to the limited partners, we also have conflicting responsibilities to our
equity holders. We did not appoint, or ask the limited partners to
appoint, a party to represent only their interests.

- No Proposal to Sell the Property. We are not proposing to try to
liquidate the partnership and sell the partnership's property and
distribute the net proceeds. An arms-length sale of such property after
offering it for sale through licensed real estate brokers might be a
better way to determine the true value of the property rather than the
method we chose. The sale of the property and the liquidation of the
partnership might result in greater pretax cash proceeds to you than our
offer.

- OP Units. OP Units lack a public market, have transfer restrictions and
must be held for one year before they can be redeemed by a holder. The
ultimate return on the OP Units is directly tied to the future price of
AIMCO's Class A Common Stock or Class I Preferred Stock. You could
ultimately receive less for your OP Units than the cash price in our
offer. Further, on or after March 1, 2005, we may redeem the Class I
Preferred Stock for $25 per share.

- Continuation of the Partnership. We are proposing to continue to operate
your partnership and not to attempt to liquidate it at the present time.
Thus, our offer does not satisfy any expectation that you would receive
the return of your investment in the partnership through a sale of the
property at the present time. At the current time we do not believe that
a sale of the property would be advantageous given market conditions, the
condition of the property and tax considerations. In particular, we
considered the changes in the local rental market, the potential for
appreciation in the value of the property and the tax consequences to you
and your partners upon a sale of the property.

- Possible Recognition of Taxable Gain. If you exercise your redemption
right with respect to the OP Units within two years of the date that you
transfer your units to the AIMCO Operating Partnership, your exchange of
units for OP Units and cash could be treated as a disguised sale of your
units and you would be required to recognize gain or loss in the year of
the exchange on such disguised sale. See "Federal Income Tax
Consequences -- Disguised Sales."

For a description of certain risks of our offer, see "Risk Factors."

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<PAGE> 12

VALUATION OF UNITS

We determined the offer consideration by estimating the value the property
owned by your partnership using the direct capitalization method. This method
involves applying a capitalization rate to your partnership's annual property
income. A capitalization rate is a percentage (rate of return), commonly applied
by purchasers of residential real estate to property income to determine the
present value of income property. The lower the capitalization rate utilized the
higher the value produced, and the higher the capitalization rate utilized the
lower the value produced. We used your partnership's property income for the
fiscal year ended December 31, 1997. However, in determining the appropriate
capitalization rate, we considered the property's net operating income since
December 31, 1997. Our method for selecting a capitalization rate begins with
each property being assigned a location and condition rating (e.g., "A" for
excellent, "B" for good, "C" for fair, and "D" for poor). We have rated your
property's location B (good) and its condition B (good). Generally, we assign an
initial capitalization rate of 10.25% to properties in this category. We then
adjust the capitalization rate based on whether the mortgage debt that the
property is subject to bears interest at a rate above or below 7.5% per annum.
Generally, for every 0.5% in excess of 7.5%, the capitalization rate would be
increased by 0.25%. Your property's mortgage debt bears interest at 9.80% per
annum, which resulted in an increase from the initial capitalization rate of
1.25%. We also considered any changes in your partnership's property income from
1997 to 1998. Because your partnership's property income in 1998 increased
compared to 1997, we further revised the capitalization rate downward by
approximately 0.87%, resulting in a final capitalization rate of 10.63%. The
evaluation of a property's location and condition, and the determination of an
appropriate capitalization rate for a property, is subjective in nature, and
others evaluating the same property might use a different capitalization rate
and derive a different property value. Although the direct capitalization method
is a widely-accepted way of valuing real estate, there are a number of other
methods available to value real estate, each of which may result in different
valuations of a property. Further, in applying the direct capitalization method,
others may make different assumptions and obtain different results. The proceeds
that you would receive if you sold your units to someone else or if your
partnership were actually liquidated might be higher or lower than our offer
consideration. We determined our offer consideration as follows:

<TABLE>
<S> <C>
Property income............................................. $ 1,493,000
Capitalization rate......................................... 10.63%
------------
Gross valuation of partnership property..................... $ 14,048,000
Plus: Cash and cash equivalents............................. 145,164
Plus: Other partnership assets, net of security deposits.... 316,899
Less: Mortgage debt, including accrued interest............. (10,722,392)
Less: Accounts payable and accrued expenses................. (125,302)
Less: Other liabilities..................................... (574,650)
------------
Partnership valuation before taxes and certain costs........ $ 3,087,719
Less: Disposition fees...................................... 526,800
Less: Extraordinary capital expenditures for deferred
maintenance............................................... (730,932)
Less: Closing costs......................................... 351,200
------------
Estimated net valuation of your partnership................. $ 1,478,787
Percentage of estimated net valuation allocated to holders
of units.................................................. 100%
------------
Estimated net valuation of units............................ $ 1,478,787
Total number of units............................. 98.0
------------
Estimated valuation per unit................................ $ 15,090
============
Cash consideration per unit................................. $ 15,090
============
</TABLE>

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<PAGE> 13

In order to determine the number of Preferred OP Units we are offering for
each of your units, we divided the cash offer consideration of $15,090 by the
$25 liquidation preference of each Preferred OP Unit to get 603.75 Preferred OP
Units per unit.

In order to determine the number of Common OP Units we are offering for
each of your units, we divided the cash offer consideration of $15,090 by a
price of $37.63 (the average closing price of AIMCO's Class A Common Stock on
the NYSE for the 30 trading days ended March 23, 1999) to get 401.25 Common OP
Units per unit.

FAIRNESS OF THE OFFER

Fairness to Unitholders. Your general partner is our subsidiary. As a
result, your general partner has a conflict of interest and makes no
recommendation to you as to whether you should tender or refrain from tendering
your units. Your general partner did not participate in the structuring of the
offer. We and your general partner believe that the offer and all forms of
consideration offered is fair to you and the other limited partners of your
partnership. We have retained Stanger to conduct an analysis of the offer and to
render an opinion as to the fairness to you of our offer consideration. Stanger
is not affiliated with us or your general partner. Stanger is one of the leaders
in the field of analyzing and evaluating complex real estate transactions.
However, we provided much of the information used by Stanger in forming its
fairness opinion. We believe the information provided to Stanger is accurate in
all material respects. You should make your decision whether to tender based
upon a number of factors, including your financial needs, other financial
opportunities available to you and your tax position.

The terms of our offer have been established by us and are not the result
of arms-length negotiations.

If you choose not to tender any units, your interest in your partnership
will remain unchanged, except that we may own a larger share of the limited
partnership interests in your partnership than we did before the offer. If we
acquire a substantial number of units pursuant to the offer, we may be in a
position to influence voting decisions with respect to your partnership. Your
general partner (which is our subsidiary) has no present intention to liquidate,
sell, finance or refinance your partnership's property within any specified time
period.

Comparison of Offer Price to Other Values. In evaluating the offer, your
general partner (which is our subsidiary) has compared our offer consideration
to:

- your general partner's estimate of the net proceeds that would be
distributed to you and your partners if your partnership was liquidated;

- your general partner's estimate of the going concern value of your
partnership if it continued operating as an independent stand-alone
entity and

- the net book value of your partnership.

The results of these comparative analyses are summarized as follows:

COMPARISON TABLE

<TABLE>
<CAPTION>
PER UNIT
--------
<S> <C> <C>
Cash offer consideration.................................... $ 15,090
Partnership Preferred Units................................. $ 15,090
Partnership Common Units.................................... $ 15,090
Alternatives:
Estimated liquidation proceeds............................ $ 15,090
Estimated going concern value(1).......................... $ 13,597
Estimated alternative going concern value(2).............. $ 11,344
Net book value (deficit).................................. $(62,098)
</TABLE>

- ---------------

(1) Assumes a refinancing of the partnership property's mortgage when it comes
due.

(2) Assumes a sale of the partnership property when the mortgage is due, rather
than a refinancing of the mortgage.

S-10
<PAGE> 14

STANGER ANALYSIS

We engaged Stanger to conduct an analysis of our offer and to render its
opinion based on the review, analysis, scope and limitations described therein,
as to the fairness to you of our offer consideration from a financial point of
view. The full text of the opinion, which contains a description of the
assumptions and qualifications made, matters considered and limitations on the
review and analysis, is set forth in Appendix A a single apartment should be
read in its entirety. We imposed no conditions or limitations on the scope of
Stanger's investigation or with respect to the methods and procedures to be
followed in arriving at the fairness opinion. We have agreed to indemnify
Stanger against certain liabilities arising out of its engagement to render the
fairness opinion. Based on its analysis, and subject to the assumptions,
limitations and qualifications cited in its opinion, Stanger concluded that our
offer consideration is fair to you from a financial point of view. Stanger has
rendered similar fairness opinions with regard to the other tender offers being
made by the AIMCO Operating Partnership. Stanger rendered the opinions only as
to the individual fairness of the offer consideration in each proposed exchange
offer.

YOUR PARTNERSHIP

Your Partnership and its Property. Four Quarters Habitat Apartment
Associates, Ltd. is a Florida limited partnership which was formed on May 11,
1983 for the purpose of owning and operating a single apartment property located
in Miami, Florida, known as "Four Quarters Habitat." Four Quarters Habitat
consists of 336 apartment units. Your partnership has no employees. As of
September 30, 1998, there were 100 units of limited partnership interest issued
and outstanding, which were held of record by 98 limited partners. Your
partnership's principal executive offices are located at 1873 South Bellaire
Street, 17th Floor, Denver, Colorado 80222, and its telephone number at that
address is (303) 757-8101.

Your partnership sold 8,550,080 limited partnership units in 1983. Between
January 1, 1993 and December 31, 1998 your partnership paid no cash
distributions. Your partnership currently owns one property.

Property Management. Your partnership's property has been managed by an
affiliate of ours. Pursuant to the management agreement between the property
manager and your partnership, the property manager operates your partnership's
property, establishes rental policies and rates and directs marketing
activities. The property manager also is responsible for maintenance, the
purchase of equipment and supplies, and the selection and engagement of all
vendors, suppliers and independent contractors.

Investment Objectives and Policies; Sale or Financing of Investments. Under
your partnership's agreement of limited partnership, your partnership is not
permitted to raise new capital or reinvest cash in new properties. Your
partnership will terminate on December 31, 2030, unless earlier dissolved. Your
general partner has no present intention to liquidate, sell, finance or
refinance your partnership property within any specified time period. An
investment in your partnership is a finite life investment in which partners
receive regular cash distributions out of your partnership's distributable cash
flow, if any, and upon liquidation.

Borrowing Policies. Your partnership's agreement of limited partnership
allows your partnership to incur debt. As of December 31, 1998, your partnership
had a mortgage note outstanding of $10,593,171, payable to LP Commercial Conduct
Mfg. Trust, which bears interest at the rate of 9.84%. The mortgage debt is due
on October, 2001. Your partnership also has a second mortgage note outstanding
of 350,000, on the same terms as the current mortgage note. Your partnership's
agreement of limited partnership also allows your general partner to lend funds
to your partnership. As of December 31, 1998, the general partner of your
partnership has no loan outstanding to your partnership.

Transfers. Your units are not listed on any national securities exchange or
quoted on NASDAQ, and there is no established public trading market for the
units. Secondary sales activity for the units has been limited and sporadic.
Your general partner monitors transfers of the units (i) because the admission
of the transferee as a substitute limited partner in your partnership requires
the consent of your general partner under your partnership agreement, and (ii)
in order to track compliance with applicable safe harbor provisions to avoid
treatment as a "publicly traded partnership" for tax purposes. However, your
general partner does not

S-11
<PAGE> 15

monitor or regularly receive or maintain information regarding the prices at
which secondary sale transactions in the units have been effectuated.

TERMS OF THE OFFER

General. We are offering to acquire up to 25% of the outstanding 98 units
of your partnership, which we do not directly or indirectly own, for
consideration per unit of 603.75 Preferred OP Units, 401.25 Common OP Units, or
$15,090 in cash. If you tender units pursuant to the offer, you may choose to
receive any combination of such forms of consideration for your units. The offer
is made upon the terms and subject to the conditions set forth in this
Prospectus Supplement, the accompanying Prospectus and the accompanying Letter
of Transmittal, including the instructions thereto, as the same may be
supplemented or amended from time to time (the "Letter of Transmittal"). To be
eligible to receive Preferred OP Units, Common OP Units or cash pursuant to the
offer, you must validly tender and not withdraw your units on or prior to the
Expiration Date. For administrative purposes, the transfer of units tendered
pursuant to the offer will be deemed to take effect as of January 1, 1999,
although you will be entitled to retain any distributions you may have received
after such date and prior to our commencement of this offer.

If you accept our offer and do not specify the consideration you desire on
the letter of transmittal, we will issue you Preferred OP Units.

Expiration Date. Our offer will expire at 5:00 P.M., New York City time, on
June 4, 1999, unless extended.

Conditions of the Offer. Our offer is not conditioned on the tender of any
minimum number of units. However, our offer is conditioned on a number of other
factors.

Procedures for Tendering. If you desire to accept our offer, you must
complete and sign the Letter of Transmittal in accordance with the instructions
contained therein and forward or hand deliver it, together with any other
required documents, to the Information Agent.

Proration. If the number of units properly tendered and not withdrawn prior
to the Expiration Date exceeds 25% of the outstanding units, upon the terms and
subject to the conditions of the offer, we will accept all units properly
tendered and not withdrawn prior to the expiration date on a pro rata basis. In
the event that proration of tendered units is required, we will determine the
final proration factor as promptly as practicable after the expiration date.

Withdrawal Rights. You may withdraw your tender of units pursuant to the
offer at any time prior to their acceptance for payment as provided for herein.

Purpose of the Offer. The purpose of our offer is to provide us with an
opportunity to increase our investment in apartment properties, and provide you
and your partners with an opportunity to liquidate your current investment and
to invest in our operating partnership or receive cash, or to retain your units.

Fractional OP Units. We will issue fractional Common OP Units or Preferred
OP Units, if necessary.

Delivery of OP Units and Cash. We will deliver OP Units and cash as soon as
practicable after acceptance of units for purchase.

Extension; Termination; Amendment. We expressly reserve the right, in our
sole discretion, at any time and from time to time, to:

- extend the period of time during which the offer is open and thereby
delay acceptance of, and payment for, any tendered units;

- terminate the offer and not accept for payment any units not theretofore
accepted for payment or paid for;

- upon the failure to satisfy any of the conditions to the offer, delay the
acceptance of, or payment for, any units not already accepted for payment
or paid for; and

S-12
<PAGE> 16

- amend the offer in any respect (subject to applicable rules regarding
tender offers), including the nature and form of consideration.

The offer may be extended or delayed indefinitely, during which time you
will not receive payment for any tendered units.

Effects of the Offer. As a result of the offer, we, in our capacity as a
limited partner of your partnership, will participate in any subsequent
distributions to limited partners, to the extent of units we purchase pursuant
to the offer. The offer will not affect the operation of any property owned by
your partnership's because your general partner (which is our subsidiary) and
the property manager will remain unchanged. If we borrow funds for the cash
consideration for these offers, our interest costs would increase which could
adversely affect our future earnings. If all units in this and our other
contemplated offers were purchased for cash and we borrowed all the funds, at
current interest rates, our interest expense would increase by $3,064,000 per
year.

Voting by the AIMCO Operating Partnership. If we acquire a substantial
number of units pursuant to our offer, we may be in a position to influence or
control voting decisions with respect to your partnership. However, we will not
be able to control voting decisions unless we acquire more units in another
transaction, which cannot take place for at least one year after expiration of
this offer.

Future Plans for Your Partnership. We currently intend that, upon
consummation of the offer, your partnership will continue its business and
operations substantially as they are currently being conducted. We do not have
any present plans or proposals which relate to or would result in any material
changes in your partnership's structure or business. We have no present
intention to cause your partnership to sell its property or to prepay the
current mortgage within any specified time period.

Certain Legal Matters. Except as set forth in this section, we are not,
based on information provided by your general partner (which is our subsidiary),
aware of any licenses or regulatory permits that would be material to the
business of your partnership, and that might be adversely affected by our
acquisition of units as contemplated herein. On the same basis, we are not aware
of any filings, approvals or other actions by or with any domestic or foreign
governmental authority or administrative or regulatory agency that would be
required prior to our acquisition of units pursuant to the offer as contemplated
herein that have not been made or obtained. We are not aware of any jurisdiction
in which the making of the offer is not in compliance with applicable law. If we
become aware of any jurisdiction in which the making of the offer would not be
in compliance with applicable law, we will make a good faith effort to comply
with any such law.

Fees and Expenses. We will not pay any fees or commissions to any broker,
dealer or other person for soliciting tenders of units pursuant to the offer. We
will pay the Information Agent reasonable and customary compensation for its
services in connection with the offer, plus reimbursement for out-of-pocket
expenses. We will indemnify the Information Agent against certain liabilities
and expenses in connection therewith, including liabilities under the Federal
securities laws. We will pay all costs and expenses of printing and mailing this
Prospectus Supplement and the accompanying Prospectus and Letter of Transmittal,
and the legal and accounting fees and expenses in connection with the offer. We
will also pay the fees of Stanger for providing the fairness opinion for the
offer. We estimate that our total costs and expenses in making the offer
(excluding the purchase price of the units payable to you and your partners)
will be approximately $50,000.

Accounting Treatment. Upon consummation of the offer, we will account for
our investment in any acquired units under the purchase method of accounting.
There will be no effect on the accounting treatment of your partnership as a
result of the offer.

No Dissenters' Rights. You are not entitled to dissenters' (appraisal)
rights in connection with the offer.

Other Offers. The AIMCO Operating Partnership is also making similar
exchange offers to approximately 90 other limited partnerships in which it
controls the general partner, interests in substantially all of which were
acquired in the merger on October 1, 1998 with Insignia Financial Group, Inc.
and the February 26, 1999 merger with Insignia Properties Trust. Each of such
exchange offers is being made by a separate prospectus supplement which is
similar to this Prospectus Supplement. Copies of such prospectus supplements may
be obtained upon written request from the Information Agent at the address set
forth in
S-13
<PAGE> 17

"-- Information Agent" or on the back cover page of this Prospectus Supplement.
The exchange offers may be different for limited partners in each partnership in
terms of pricing and percentage of units sought, but the effects of the offers
will essentially be the same. In general, we believe that the risk factors
(except for certain tax-related risk factors) described herein for this offer
will also be applicable to the other offers.

Information Agent. River Oaks Partnership Services, Inc. is serving as
Information Agent in connection with the offer. Its telephone numbers are (888)
349-2005 and (201) 896-1900. Its fax number is (201) 896-0910.

FEDERAL INCOME TAX CONSEQUENCES

You will generally not recognize any immediate taxable gain or loss for
Federal income tax purposes if you exchange your units solely for Preferred OP
Units or Common OP Units. You will recognize a gain or loss for Federal income
tax purposes on units you sell for cash. The exchange of your units for cash and
OP Units will be treated, for Federal income tax purposes, as a partial sale of
such units for cash and as a partial tax-free contribution of such units to our
operating partnership.

THE FOREGOING SUMMARY IS A GENERAL DISCUSSION OF THE MATERIAL FEDERAL
INCOME TAX CONSEQUENCES OF TENDERING UNITS IN THE OFFER. THIS SUMMARY DOES NOT
DISCUSS ALL ASPECTS OF FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO YOU IN
LIGHT OF YOUR SPECIFIC CIRCUMSTANCES OR IF YOU ARE SUBJECT TO SPECIAL TREATMENT
UNDER THE FEDERAL INCOME TAX LAWS. THE PARTICULAR TAX CONSEQUENCES OF THE OFFER
TO YOU WILL DEPEND ON A NUMBER OF FACTORS RELATED TO YOUR TAX SITUATION. YOU
SHOULD REVIEW "FEDERAL INCOME TAX CONSEQUENCES" IN THIS PROSPECTUS SUPPLEMENT
AND "FEDERAL INCOME TAXATION OF AIMCO AND AIMCO STOCKHOLDERS," "FEDERAL INCOME
TAXATION OF THE AIMCO OPERATING PARTNERSHIP AND OP UNITHOLDERS" AND "OTHER TAX
CONSEQUENCES" IN THE ACCOMPANYING PROSPECTUS AND CONSULT YOUR TAX ADVISORS FOR A
FULL UNDERSTANDING OF THE TAX CONSEQUENCES TO YOU OF THE OFFER.

COMPARISON OF YOUR PARTNERSHIP AND THE AIMCO OPERATING PARTNERSHIP

There are a number of significant differences between your partnership and
the AIMCO Operating Partnership relating to, among other things, form of
organization, permitted investments, policies and restrictions, management
structure, compensation and fees, and investor rights. For example, your general
partner (which is our subsidiary) may be removed by the limited partners while
the limited partners of the AIMCO Operating Partnership cannot remove the
general partner. Also, your partnership is limited as to the number of limited
partner interests it may issue while the AIMCO Operating Partnership has no such
limitation.

COMPARISON OF YOUR UNITS AND AIMCO OP UNITS

There are a number of significant differences between your units, Preferred
OP Units and Common OP Units relating to, among other things, the nature of the
investment, voting rights, distributions and liquidity and
transferability/redemption. For example, unlike the AIMCO OP Units, you have no
redemption rights with respect to your units.

As of February 19, 1999, the AIMCO Operating Partnership had approximately
9,729,130 Common OP Units outstanding (excluding interests held by AIMCO) and no
Class Two Partnership Preferred Units outstanding. The number of OP Units you
may acquire from us in exchange for your units will represent a lower percentage
of the outstanding limited partnership interests in the AIMCO Operating
Partnership than that of your current ownership interest in your partnership. In
response to our offer, you could elect to receive $15,090 in cash, 603.75
Preferred OP Units or 401.25 Common OP Units. Both your units and the OP Units
are subject to transfer restrictions and it is unlikely that a real trading
market will ever develop for any of such securities. If you subsequently redeem
OP Units for AIMCO Class A Common Stock or Class I Preferred Stock, we can make
no assurance as to the value of such shares of AIMCO stock, at that time, which
may be less than the cash offer price of $15,090.

S-14
<PAGE> 18

CONFLICTS OF INTEREST

Conflicts of Interest with Respect to the Offer. Your general partner is
our subsidiary and, therefore, has substantial conflicts of interest with
respect to the offer, including (i) the fact that replacement of your general
partner could result in a decrease or elimination of the management fees paid to
an affiliate for managing your partnership's property and (ii) our desire to
purchase units at a low price and your desire to sell units at a high price.
Your general partner makes no recommendation as to whether you should tender or
refrain from tendering your units.

Conflicts of Interest that Currently Exist for Your Partnership. We own
both the general partner of your partnership and the manager of your
partnership's property. The general partner does not receive an annual
management fee but may receive reimbursements for expenses incurred in its
capacity as general partner. The general partner of your partnership received
total fees and reimbursements of $43,107 for the fiscal year ended December 31,
1998. The property manager received management fees of $118,437 for the fiscal
year ended December 31, 1998. We have no current intention of changing the fee
structure for your general partner or the property manager.

Competition Among Properties. Your partnership's property and other
properties owned or managed by us may compete with one another for tenants.
However, in some cases it may be difficult to determine precisely the confines
of the market area for particular properties and some competition may exist.
Furthermore, you should bear in mind that we anticipate acquiring properties in
general market areas where your partnership's property is located. It is
believed that this concentration of properties in a general market area will
facilitate overall operations through collective advertising efforts, staffing
and other operational efficiencies. In managing our properties, we will attempt
to reduce such conflicts between competing properties by referring prospective
tenants to the property considered to be most conveniently located for the
tenants' needs.

Features Discouraging Potential Takeovers. Certain provisions of our
governing documents, as well as statutory provisions under certain state laws,
could be used by our management to delay, discourage or thwart efforts of third
parties to acquire control of us, or a significant equity interest in us.
AIMCO's Charter limits ownership of its common stock by any single shareholder
to 8.7% of the outstanding shares (or 15% in the case of certain pension trusts,
registered investment companies and AIMCO's Chairman, Terry Considine). The 8.7%
ownership limit may have the effect of precluding acquisition of control of us
by a third party without the consent of our Board of Directors. Under AIMCO's
Charter, the Board of Directors has the authority to classify and reclassify any
of its unissued shares of capital stock into shares of preferred stock with such
preferences, rights, powers and restrictions as the Board of Directors may
determine. The authorization and issuance of preferred stock could have the
effect of delaying or preventing someone from taking control of us, even if a
change in control were in our shareholders' best interests. As a Maryland
corporation, AIMCO is subject to various Maryland laws which may have the effect
of discouraging offers to acquire us and of increasing the difficulty of
consummating any such offers, even if our acquisition would be in our
shareholders' best interests. The Maryland General Corporation Law restricts
mergers and other business combination transactions between us and any person
who acquires beneficial ownership of shares of our stock representing 10% or
more of the voting power without our Board of Directors' prior approval. Any
such business combination transaction could not be completed until five years
after the person acquired such voting power, and only with the approval of
shareholders representing 80% of all votes entitled to be cast and 66% of the
votes entitled to be cast, excluding the interested shareholder. Maryland law
also provides that a person who acquires shares of our stock that represent 20%
or more of the voting power in electing directors will have no voting rights
unless approved by a vote of two-thirds of the shares eligible to vote.

Future Exchange Offers. Although we have no current plans to conduct
further exchange offers for your units, our plans may change based on future
circumstances. Any such future offers that we might make could be for
consideration that is more or less than the consideration we are currently
offering. We might pay a higher price for any future exchange offers we may make
for units of your partnership. In any event, we will not acquire any units for
at least one year after expiration of this offer.

S-15
<PAGE> 19

SOURCE AND AMOUNT OF FUNDS AND TRANSACTIONAL EXPENSES

We expect that approximately $369,705 will be required to purchase all of
the units sought in our offer, if such units are tendered for cash excluding
expenses. We will obtain all such funds from cash from operations, equity
issuances and short term borrowings. For a detailed description of estimated
expenses to be incurred in the offer, see "Source and Amount of Funds and
Transactional Expenses."

S-16
<PAGE> 20

SUMMARY FINANCIAL INFORMATION OF AIMCO PROPERTIES, L.P.

The historical summary financial data for AIMCO Properties, L.P. for the
nine months ended September 30, 1998 and 1997 is unaudited. The historical
summary financial data for AIMCO Properties, L.P. for the years ended December
31, 1997, 1996 and 1995 and for the AIMCO Properties, L.P. Predecessors for the
period January 10, 1994 through July 28, 1994, and the year ended December 31,
1993, is based on audited financial statements. This information should be read
in conjunction with such financial statements, including the notes thereto, and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations of the AIMCO Operating Partnership" included in the accompanying
Prospectus. All dollar values are in thousands, except per unit data.
<TABLE>
<CAPTION>

AIMCO PROPERTIES, L.P.
-------------------------------------------------------------------------
FOR THE
PERIOD
JULY 29,
FOR THE NINE MONTHS FOR THE YEAR ENDED 1994
ENDED SEPTEMBER 30, DECEMBER 31, THROUGH
----------------------- -------------------------------- DECEMBER 31,
1998 1997 1997 1996 1995 1994
---------- ---------- ---------- -------- -------- ------------
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT DATA)
<S> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
RENTAL PROPERTY OPERATIONS:
Rental and other income............... $ 265,700 $ 127,083 $ 193,006 $100,516 $ 74,947 $ 24,894
Property operating expenses........... (101,600) (50,737) (76,168) (38,400) (30,150) (10,330)
Owned property management expenses.... (7,746) (4,344) (6,620) (2,746) (2,276) (711)
Depreciation.......................... (59,792) (23,848) (37,741) (19,556) (15,038) (4,727)
---------- ---------- ---------- -------- -------- ---------
96,562 48,154 72,477 39,814 27,483 9,126
---------- ---------- ---------- -------- -------- ---------
SERVICE COMPANY BUSINESS:
Management fees and other income...... 13,968 9,173 13,937 8,367 8,132 3,217
Management and other expenses......... (8,101) (5,029) (9,910) (5,352) (4,953) (2,047)
Corporate overhead allocation......... (196) (441) (588) (590) (581) --
Other assets, depreciation and
amortization........................ (3) (236) (453) (218) (168) (150)
Owner and seller bonuses.............. -- -- -- -- -- --
Amortization of management company
goodwill............................ -- -- (948) (500) (428) --
---------- ---------- ---------- -------- -------- ---------
5,668 3,467 2,038 1,707 2,002 1,020
Minority interests in service company
business............................ -- 48 (10) 10 (29) (14)
---------- ---------- ---------- -------- -------- ---------
Company's shares of income from
service company business............ 5,668 3,515 2,028 1,717 1,973 1,006
---------- ---------- ---------- -------- -------- ---------
General and administrative expenses... (7,444) (1,408) (5,396) (1,512) (1,804) (977)
Interest income....................... 18,244 4,458 8,676 523 658 123
Interest expense...................... (56,756) (33,359) (51,385) (24,802) (13,322) (1,576)
Minority interest in other
partnerships........................ (1,052) (777) 1,008 (111) -- --
Equity in losses of unconsolidated
partnerships(c)..................... (5,078) (463) (1,798) -- -- --
Equity in earnings of unconsolidated
subsidiaries(d)..................... 8,413 456 4,636 -- -- --
Amortization of goodwill.............. (5,071) (711) -- -- -- --
---------- ---------- ---------- -------- -------- ---------
Income from operations................ 53,486 19,865 30,246 15,629 14,988 7,702
Gain on disposition of properties..... 2,783 (169) 2,720 44 -- --
Provision for income taxes............ -- -- -- -- -- --
---------- ---------- ---------- -------- -------- ---------
Income (loss) before extraordinary
item................................ 56,269 19,696 32,966 15,673 14,988 7,702
Extraordinary item -- early
extinguishment of debt.............. -- (269) (269) -- -- --
---------- ---------- ---------- -------- -------- ---------
Net income (loss)..................... $ 56,269 $ 19,427 $ 32,697 $ 15,673 $ 14,988 $ 7,702
========== ========== ========== ======== ======== =========
OTHER INFORMATION:
Total owned properties (end of
period)............................. 241 109 147 94 56 48
Total owned apartment units (end of
period)............................. 62,955 28,773 40,039 23,764 14,453 12,513
Units under management (end of
period)............................. 154,729 71,038 69,587 19,045 19,594 20,758
Basic earnings per Common OP Unit..... $ 0.80 $ 0.53 $ 1.09 $ 1.05 $ 0.86 $ 0.42
Diluted earnings per Common OP Unit... $ 0.79 $ 0.53 $ 1.08 $ 1.04 $ 0.86 $ 0.42
Distributions paid per Common OP
Unit................................ $ 1.6875 $ 1.3875 $ 1.85 $ 1.70 $ 1.66 $ 0.29
Cash flows provided by operating
activities.......................... 50,825 53,435 73,032 38,806 25,911 16,825
Cash flows used in investing
activities.......................... (185,453) (314,814) (717,663) (88,144) (60,821) (186,481)
Cash flows provided by (used in)
financing activities................ 141,221 293,984 668,549 60,129 30,145 176,800

<CAPTION>
AIMCO PROPERTIES, L.P.
PREDECESSORS(A)
--------------------------
FOR THE
PERIOD
JANUARY 10,
1994 FOR THE YEAR
THROUGH ENDED
JULY 28, DECEMBER 31,
1994(B) 1993
----------- ------------
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT DATA)
<S> <C> <C>
OPERATING DATA:
RENTAL PROPERTY OPERATIONS:
Rental and other income............... $ 5,805 $ 8,056
Property operating expenses........... (2,263) (3,200)
Owned property management expenses.... -- --
Depreciation.......................... (1,151) (1,702)
------- --------
2,391 3,154
------- --------
SERVICE COMPANY BUSINESS:
Management fees and other income...... 6,533 8,069
Management and other expenses......... (5,823) (6,414)
Corporate overhead allocation......... -- --
Other assets, depreciation and
amortization........................ (146) (204)
Owner and seller bonuses.............. (204) (468)
Amortization of management company
goodwill............................ -- --
------- --------
360 983
Minority interests in service company
business............................ -- --
------- --------
Company's shares of income from
service company business............ 360 983
------- --------
General and administrative expenses... -- --
Interest income....................... -- --
Interest expense...................... (4,214) (3,510)
Minority interest in other
partnerships........................ -- --
Equity in losses of unconsolidated
partnerships(c)..................... -- --
Equity in earnings of unconsolidated
subsidiaries(d)..................... -- --
Amortization of goodwill.............. -- --
------- --------
Income from operations................ (1,463) 627
Gain on disposition of properties..... -- --
Provision for income taxes............ (36) (336)
------- --------
Income (loss) before extraordinary
item................................ (1,499) 291
Extraordinary item -- early
extinguishment of debt.............. -- --
------- --------
Net income (loss)..................... $(1,499) $ 291
======= ========
OTHER INFORMATION:
Total owned properties (end of
period)............................. 4 4
Total owned apartment units (end of
period)............................. 1,711 1,711
Units under management (end of
period)............................. 29,343 28,422
Basic earnings per Common OP Unit..... N/A N/A
Diluted earnings per Common OP Unit... N/A N/A
Distributions paid per Common OP
Unit................................ N/A N/A
Cash flows provided by operating
activities.......................... 2,678 2,203
Cash flows used in investing
activities.......................... (924) (16,352)
Cash flows provided by (used in)
financing activities................ (1,032) 14,114
</TABLE>

S-17
<PAGE> 21
<TABLE>
<CAPTION>

<CAPTION>
AIMCO PROPERTIES, L.P.
PREDECESSORS(A)
--------------------------
FOR THE
PERIOD
JANUARY 10,
1994 FOR THE YEAR
THROUGH ENDED
JULY 28, DECEMBER 31,
1994(B) 1993
----------- ------------
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT DATA)
<S> <C> <C>
Funds from operations(e)................ N/A N/A
Weighted average number of Common OP
Units outstanding..................... N/A N/A
BALANCE SHEET INFORMATION:
Real estate, before accumulated
depreciation.......................... $47,500 $ 46,819
Real estate, net of accumulated
depreciation.......................... 33,270 33,701
Total assets............................ 39,042 38,914
Total mortgages and notes payable....... 40,873 41,893
Redeemable Partnership Units............ -- --
Mandatorily redeemable 1994 Cumulative
Senior Preferred Units................ -- --
Partners' Capital....................... (9,345) (7,556)
</TABLE>

- ---------------

(a) On July 29, 1994, AIMCO completed its initial public offering of 9,075,000
shares of AIMCO Class A Common Stock and issued 966,000 shares of
convertible preferred stock and 513,514 unregistered shares of AIMCO Common
Stock. The proceeds from the offering and such other issuances were
contributed by AIMCO to AIMCO Properties, L.P. for 9,075,000 OP Units,
966,000 Preferred Units and 513,514 Common OP Units, respectively. On such
date, AIMCO Properties, L.P. and its predecessors engaged in a business
combination and consummated a series of related transactions which enabled
AIMCO Properties, L.P. to continue and expand the property management and
related businesses of its predecessors. The 966,000 shares of convertible
preferred stock and 513,514 shares of AIMCO Class A Common Stock that were
issued concurrently with the initial public offering were repurchased in
1995.

(b) Represents the period January 10, 1994 through July 28, 1994, the date of
the completion of the business combination with AIMCO Properties, L.P.

(c) Represents AIMCO Properties, L.P.'s share of earnings from partnerships
that own 83,431 apartment units in which partnerships AIMCO Properties,
L.P. purchased an equity interest from the NHP Real Estate Companies.

(d) Represents AIMCO Properties, L.P. equity earnings in unconsolidated
subsidiaries.

(e) AIMCO Properties, L.P.'s management believes that the presentation of funds
from operations or "FFO", when considered with the financial data
determined in accordance with GAAP, provides a useful measure of
performance. However, FFO does not represent cash flow and is not
necessarily indicative of cash flow or liquidity available to AIMCO
Properties, L.P., nor should it be considered as an alternative to net
income as an indicator of operating performance. The Board of Governors of
NAREIT defines FFO as net income (loss), computed in accordance with GAAP,
excluding gains and losses from debt restructuring and sales of property,
plus real estate related depreciation and amortization (excluding
amortization of financing costs), and after adjustments for unconsolidated
partnerships and joint ventures. AIMCO Properties, L.P. calculates FFO
based on the NAREIT definition, as adjusted for the amortization of
management company goodwill, the non-cash deferred portion of the income
tax provision for unconsolidated subsidiaries and less the payments of
dividends on perpetual preferred stock. AIMCO Properties, L.P. management
believes that presentation of FFO provides investors with industry-accepted
measurements which help facilitate an understanding of its ability to make
required dividend payments, capital expenditures and principal payments on
its debt. There can be no assurance that AIMCO Properties, L.P.'s basis of
computing FFO is comparable with that of other REITs.

The following is a reconciliation of net income to funds from operations:

<TABLE>
<CAPTION>
FOR THE
FOR THE NINE PERIOD
MONTHS ENDED FOR THE YEAR ENDED JANUARY 10,
SEPTEMBER 30, DECEMBER 31, 1994
------------------ --------------------------- THROUGH
1998 1997 1997 1996 1995 JULY 28, 1994
-------- ------- ------- ------- ------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Net income.................................................. $ 56,269 $19,427 $32,697 $15,673 $14,988 $ 7,702
(Gain) loss on disposition of property...................... (2,783) 169 (2,720) (44) -- --
Extraordinary item.......................................... -- 269 269 -- -- --
Real estate depreciation, net of minority interests......... 56,900 21,052 33,751 19,056 15,038 4,727
Amortization of goodwill.................................... 7,077 711 948 500 428 76
Equity in earnings of unconsolidated subsidiaries:
Real estate depreciation.................................. -- 2,689 3,584 -- -- --
Amortization of management contracts...................... 4,201 430 1,587 -- -- --
Deferred taxes............................................ 6,134 2,164 4,894 -- -- --
Equity in earnings of other partnerships:
Real estate depreciation.................................. 17,379 2,781 6,280 -- -- --
Preferred stock dividends................................. (12,296) -- (135) -- (5,169) (3,114)
-------- ------- ------- ------- ------- -------
Funds from operations....................................... $132,881 $49,692 $81,155 $35,185 $25,285 $ 9,391
======== ======= ======= ======= ======= =======
</TABLE>

S-18
<PAGE> 22

SUMMARY PRO FORMA FINANCIAL AND OPERATING INFORMATION OF AIMCO PROPERTIES, L.P.

The following table sets forth summary pro forma financial and operating
information of AIMCO Properties, L.P. (the AIMCO Operating Partnership) for the
nine months ended September 30, 1998 and for the year ended December 31, 1997.
The pro forma financial and operating information gives effect to AIMCO's merger
with Insignia Financial Group, Inc., the transfer of certain assets and
liabilities of Insignia to unconsolidated subsidiaries, a number of transactions
completed before the Insignia merger, and a number of exchange offers proposed
to be made to limited partnerships formerly controlled or managed by Insignia,
including your partnership.

<TABLE>
<CAPTION>
AIMCO PROPERTIES, L.P.
----------------------------
FOR THE NINE
MONTHS FOR THE
ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
(IN THOUSANDS, EXCEPT
PER UNIT DATA)
<S> <C> <C>
OPERATING DATA:
RENTAL PROPERTY OPERATIONS:
Rental and other income................................... $ 345,961 $ 442,526
Property operating expenses............................... (136,240) (189,442)
Owned property management expenses........................ (8,933) (11,831)
Depreciation.............................................. (80,420) (98,853)
--------- -----------
120,368 142,400
--------- -----------
SERVICE COMPANY BUSINESS:
Management fees and other income.......................... 28,912 41,676
Management and other expenses............................. (14,386) (23,683)
Corporate overhead allocation............................. (196) (588)
Depreciation and amortization............................. (15,243) (26,480)
--------- -----------
(913) (9,075)
Minority interests in service company business............ -- (10)
--------- -----------
Partnership's shares of income from service company
business............................................... (913) (9,085)
--------- -----------
General and administrative expenses....................... (8,632) (21,371)
Interest expense.......................................... (90,890) (121,699)
Interest income........................................... 40,887 21,734
Minority interest......................................... (8,548) (10,034)
Equity in losses of unconsolidated partnerships........... (23,349) (43,918)
Equity in earnings of unconsolidated subsidiaries......... 851 5,848
Amortization of Goodwill.................................. (5,071) --
--------- -----------
Net income........................................ $ 24,703 $ (36,125)
========= ===========
PER OP UNIT DATA:
Basic earnings (loss) per Common OP Unit.................... $ (.12) $ (1.16)
Diluted earnings (loss) per Common OP Unit.................. $ (.12) $ (1.16)
Distributions paid per Common OP Unit....................... $ 1.69 $ 1.85
Book value per Common OP Unit............................... $ 24.52 $ 26.96
CASH FLOW DATA:
Cash provided by operating activities....................... $ 90,439 $ 130,703
Cash used in investing activities........................... (79,923) (1,135,038)
Cash provided by (used in) financing activities............. 16,740 955,977
OTHER DATA:
Funds from operations(a).................................... $ 187,985 $ 172,733
Weighted average number of Common OP Units outstanding...... 74,946 74,094
</TABLE>

S-19
<PAGE> 23

<TABLE>
<CAPTION>
AIMCO PROPERTIES, L.P.
----------------------
FOR THE NINE
MONTHS ENDED
SEPTEMBER 30, 1998
----------------------
(IN THOUSANDS, EXCEPT
PER UNIT DATA)
<S> <C>
BALANCE SHEET DATA:
Real estate, net of accumulated depreciation................ $2,679,195
Total assets................................................ 4,558,819
Total mortgages and notes payable........................... 1,762,105
Company-obligated mandatorily redeemable convertible
securities of a subsidiary trust.......................... 149,500
Redeemable partnership units................................ 320,443
Partners' capital........................................... 1,984,019
</TABLE>

- ---------------

(a) AIMCO Properties, L.P.'s management believes that the presentation of funds
from operations or "FFO," when considered with the financial data
determined in accordance with GAAP, provides useful measures of AIMCO
Properties, L.P. performance. However, FFO does not represent cash flow and
is not necessarily indicative of cash flow or liquidity available to AIMCO
Properties, L.P., nor should it be considered as an alternative to net
income as an indicator of operating performance. The Board of Governors of
NAREIT defines FFO as net income (loss), computed in accordance with GAAP,
excluding gains and losses from debt restructuring and sales of property,
plus real estate related depreciation and amortization (excluding
amortization of financing costs), and after adjustments for unconsolidated
partnerships and joint ventures. AIMCO Properties, L.P. calculates FFO
based upon the NAREIT definition, as adjusted for the amortization of
management company goodwill, the non-cash deferred portion of the income
tax provision for unconsolidated subsidiaries and less the payments of
dividends on perpetual preferred stock. AIMCO Properties, L.P. management
believes that presentation of FFO provides investors with an industry
accepted measurement which helps facilitate an understanding of AIMCO
Properties, L.P.'s ability to make required dividend payments, capital
expenditures and principal payments on its debt. There can be no assurance
that AIMCO Properties, L.P.'s basis of computing FFO is comparable with
that of other REITs.

The following is a reconciliation of pro forma net income to pro forma
funds from operations:

<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE YEAR ENDED
SEPTEMBER 30, 1998 DECEMBER 31, 1997
------------------ ------------------
(IN THOUSANDS)
<S> <C> <C>
Net income (loss)................................. $ 24,703 $(36,125)
HUD release fee and legal reserve................. -- 10,202
Real estate depreciation, net of minority
interests....................................... 76,521 93,050
Amortization of management contracts.............. 9,593 12,790
Amortization of management company goodwill....... 10,997 12,551
Equity in earnings of unconsolidated subsidiaries:
Real estate depreciation........................ -- 1,715
Amortization of management company goodwill..... 959 1,918
Amortization of management contracts............ 23,010 30,516
Deferred taxes.................................. (713) (1,356)
Equity in earnings of other partnerships:
Real estate depreciation........................ 79,559 95,285
Interest on convertible debentures................ (7,537) (10,003)
Preferred unit distributions...................... (29,107) (37,810)
-------- --------
Funds from operations............................. $187,985 $172,733
======== ========
</TABLE>

S-20
<PAGE> 24

SUMMARY FINANCIAL INFORMATION OF FOUR QUARTERS HABITAT APARTMENTS ASSOCIATES
LTD.

The summary financial information of Four Quarters Habitat Apartments
Associates, Ltd. for the nine months ended September 30, 1998 and 1997 is
unaudited. The summary financial information for Four Quarters Habitat
Apartments Associates, Ltd. for the years ended December 31, 1997 and, 1996 is
based on unaudited financial statements. The December 31, 1995, 1994 and 1993
information is based on unaudited financial information which is not included in
this Prospectus Supplement. This information should be read in conjunction with
such unaudited financial statements, including the notes thereto, and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations of Your Partnership" included herein. See "Index to Financial
Statements."

FOUR QUARTERS HABITAT APARTMENTS ASSOCIATES LTD.

<TABLE>
<CAPTION>
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, FOR THE YEAR ENDED DECEMBER 31,
----------------------- ------------------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ---------- -------- ----------
(IN THOUSANDS, EXCEPT PER UNIT DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Data:
Total Revenues.................. $ 2,177 $ 2,115 $ 2,920 $ 2,903 $ 2,868 $ 3,045 $ 1,639
Net Income/(Loss)............... $ (233) $ (354) $ (461) $ (514) $ (334) $ (91) $ (432)
Net Income per limited
partnership unit.............. $(2,326.53) $(3,540.82) $(4,612.24) $(5,142.86) $(3,336.73) $(908.16) $(4,316.33)
Distributions per limited
partnership unit.............. -- -- -- -- -- -- --
Distributions per limited
partnership unit (which
represent a return of
capital)...................... -- -- -- -- -- -- --
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
---------------------- ----------------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
---------- --------- ------- --------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER UNIT DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash and Cash Equivalents................ $ 223 $ 130 $ 145 $ 185 $ 285 $ 405 $ 148
Real Estate, Net of Accumulated
Depreciation........................... $ 8,696 $ 9,171 $ 9,002 $ 9,404 $ 9,826 $ 9,834 $ 10,450
Total Assets............................. $ 9,852 $ 10,346 $ 9,948 $ 10,442 $ 11,056 $ 11,588 $ 12,266
Notes Payable............................ $ 10,615 $ 10,699 $10,678 $ 10,756 $ 10,826 $ 10,890 $ 9,832
General Partners' Capital/ (Deficit)....... $ (1,543) $ (1,536) $(1,538) $ (1,529) $ (1,519) $ (1,512) $ (1,510)
Limited Partners' Capital/ (Deficit)....... $ (163) $ 170 $ 65 $ 517 $ 1,021 $ 1,348 $ 1,437
Partners' Deficit.......................... $ (1,706) $ (1,366) $(1,473) $ (1,012) $ (498) $ (164) $ (73)
Total Distributions........................ $ -- $ -- $ -- $ -- $ -- $ -- $ --
Book value per limited partnership unit.... $(1,663.27) $1,734.69 $663.27 $5,275.51 $10,418.37 $13,755.10 $14,663.27
Net increase (decrease) in cash and cash
equivalents.............................. $ 78 $ (55) $ (40) $ (100) $ (120) $ 257 $ (67)
Net cash provided by operating
activities............................... $ 349 $ 275 $ 318 $ 143 $ 574 $ 510 $ 295
Ratio of earnings to fixed charges......... 0.73/1 0.60/1 0.60/1 0.56/1 0.72/1 0.92/1 0.33/1
</TABLE>

COMPARATIVE PER UNIT DATA

Set forth below are historical cash distributions per unit of your
partnership for the year ended December 31, 1998, and the cash distributions
payable on the number of Common OP Units and Preferred OP Units issuable in
exchange therefor:

<TABLE>
<CAPTION>
ANNUAL
DISTRIBUTIONS
-------------
<S> <C>
Units of Four Quarters Habitat Associates .................. $ 0
Equivalent cash distributions on Common OP Units(1)......... $1,003.13
Equivalent cash distributions on Preferred OP Units(2)...... $1,207.50
</TABLE>

- ---------------

(1) Calculated by multiplying the exchange ratio of 401.25 Common OP Units per
unit by the annualized distributions paid on the Common OP Units of $2.50
per unit.

(2) Calculated by multiplying the exchange ratio of 603.75 Preferred OP Units
per unit by the stated annual distribution rate on the Preferred OP Units of
$2.00 per unit.

S-21
<PAGE> 25

THE AIMCO OPERATING PARTNERSHIP

AIMCO Properties, L.P. is the "AIMCO Operating Partnership." It conducts
substantially all of the operations of AIMCO. AIMCO is a real estate investment
trust that owns and manages multifamily apartment properties throughout the
United States. Through its wholly owned subsidiaries, AIMCO GP, the sole general
partner of the AIMCO Operating Partnership, and the Special Limited Partner, as
of December 31, 1998, AIMCO held approximately an 83% interest in the AIMCO
Operating Partnership. Based on apartment unit data compiled by the National
Multi Housing Council, we believe that AIMCO is one of the largest owner and
manager of multifamily apartment properties in the United States, with a total
portfolio of 379,363 apartment units in 2,147 properties located in 49 states,
the District of Columbia and Puerto Rico. As of December 31, 1998, AIMCO:

- owned or controlled 63,086 units in 242 apartment properties;

- held an equity interest in 170,243 units in 902 apartment properties; and

- managed 146,034 units in 1,003 apartment properties for third party
owners and affiliates.

AIMCO's Class A Common Stock is listed and traded on the NYSE under the
symbol "AIV." On March 23, 1999, the last reported sale price of AIMCO Class A
Common Stock on the NYSE was $35 3/16. The following table shows the high and
low reported sales prices and dividends declared per share of AIMCO's Class A
Common Stock for the periods indicated. The table also shows the distributions
per unit declared on the Common OP Units for the same periods.

<TABLE>
<CAPTION>
CLASS A PARTNERSHIP
COMMON STOCK COMMON
--------------------------- UNITS
CALENDAR QUARTERS HIGH LOW DIVIDEND DISTRIBUTION
----------------- ---- --- -------- ------------
<S> <C> <C> <C> <C>
1999
First Quarter (through March 5)......... $41 5/8 $35 3/16 $0.6250 $0.6250
1998
Fourth Quarter.......................... 37 3/8 30 0.5625 0.5625
Third Quarter........................... 41 30 15/16 0.5625 0.5625
Second Quarter.......................... 38 7/8 36 1/2 0.5625 0.5625
First Quarter........................... 38 5/8 34 1/4 0.5625 0.5625
1997
Fourth Quarter.......................... 38 32 0.5625 0.5625
Third Quarter........................... 36 3/16 28 1/8 0.4625 0.4625
Second Quarter.......................... 29 3/4 26 0.4625 0.4625
First Quarter........................... 30 1/2 25 1/2 0.4625 0.4625
1996
Fourth Quarter.......................... 28 3/8 21 1/8 0.4625 0.4625
Third Quarter........................... 22 18 3/8 0.4250 0.4250
Second Quarter.......................... 21 18 3/8 0.4250 0.4250
First Quarter........................... 21 1/8 19 3/8 0.4250 0.4250
</TABLE>

The principal executive offices of AIMCO, the AIMCO GP, the Special Limited
Partner and the AIMCO Operating Partnership are located at 1873 South Bellaire
Street, Denver, Colorado 80222, and their telephone number is (303) 757-8101.

S-22
<PAGE> 26

RISK FACTORS

The following sets forth certain risks and disadvantages of the offer and
should be read and considered when reviewing the potential benefits of the offer
set forth in "Background and Reasons for the Offer -- Expected Benefits of the
Offer." In addition, you should review the other risks of investing in us
beginning on page 2 of our accompanying Prospectus.

RISKS TO UNITHOLDERS WHO TENDER THEIR UNITS IN THE OFFER

OFFER CONSIDERATION NOT BASED ON THIRD PARTY APPRAISAL OR ARMS-LENGTH
NEGOTIATION. We did not use any third-party appraisal or valuation to determine
the value of your partnership's property. We established the terms of our offer,
including the exchange ratios and the cash consideration without any arms-length
negotiations. It is uncertain whether our offer consideration reflects the value
which would be realized upon a sale of your units or a liquidation of your
partnership's assets. Because of our affiliation with your general partner, your
general partner makes no recommendation to you as to whether you should tender
your units. We have retained Stanger to conduct an analysis of our offer and to
render an opinion as to the fairness to you of our offer consideration from a
financial point of view.

OFFER CONSIDERATION MAY BE LESS THAN LIQUIDATION VALUE. In determining our
offer consideration, we estimate your property to be worth $14,048,000 less
approximately $730,932 of deferred maintenance. It is possible, that a sale of
the properties could result in you receiving more pretax cash per unit than our
offer. Even if our cash offer consideration is equal to liquidation value, if
you accept OP Units, you may not ultimately receive an amount equal to the cash
offer consideration when you sell such OP Units or any AIMCO securities you may
receive upon redemption of such OP Units.

HOLDING UNITS MAY RESULT IN GREATER FUTURE VALUE. You might receive more
pretax cash consideration if you do not tender your units and, instead, continue
to hold your units and ultimately receive proceeds from a liquidation of your
partnership.

CONFLICTS OF INTEREST WITH RESPECT TO THE OFFER. Your general partner is a
subsidiary of AIMCO and the AIMCO Operating Partnership and, therefore, has
substantial conflicts of interest with respect to our offer. We are making this
offer with a view to making a profit. There is a conflict between our desire to
purchase your units at a low price and your desire to sell your units at a high
price. Another conflict is the fact that a decision of the limited partners of
your partnership to remove, for any reason, your general partner or the manager
of your partnership's property from its current position would result in a
decrease or elimination of the substantial fees paid to your general partner or
the property manager for services provided to your partnership. Such conflicts
of interest in connection with our offer and our operation's differ from those
conflicts of interest that currently exist for your partnership.
S-23
<PAGE> 27

CONFLICTS OF INTERESTS RELATING TO MANAGEMENT FEES. Since our subsidiaries
receive fees for managing your partnership and its properties, a conflict of
interest exists between our continuing the partnership and receiving such fees,
and the liquidation of the partnership and the termination of such fees.

POSSIBLE RECOGNITION OF TAXABLE GAIN ON A SALE OF YOUR UNITS. In general,
if you exchange your units solely for our OP Units, it will not be a taxable
transaction. If you sell your units for cash, you will recognize taxable gain or
loss in an amount equal to the difference between the amount realized on the
sale and your adjusted tax basis in your units sold. If you exchange your units
for cash and our OP Units, it will be treated, for Federal income tax purposes,
as a partial taxable sale of such units for cash and as a partial tax-free
contribution of such units to the AIMCO Operating Partnership. If you exchange
your units for cash or for cash and OP Units, the "amount realized" will be
measured by the sum of the cash you receive plus the portion of your
partnership's liabilities allocated to the units sold for Federal income tax
purposes. To the extent that the amount of cash received plus the allocable
share of your partnership's liabilities allocated to such units exceeds your tax
basis in the units sold, you will recognize gain. Consequently, the tax
liability resulting from such gain could exceed the amount of cash received upon
such sale. If you exercise your redemption right with respect to the OP Units
within two years of the date that you transfer your units to the AIMCO Operating
Partnership, your exchange of units for OP Units or OP Units and cash could be
treated as a disguised sale of your units and you would be required to recognize
gain or loss in the year of the exchange on such disguised sale. See "Federal
Income Tax Consequences -- Disguised Sales." Although we have no present
intention to liquidate or sell your partnership's property or prepay the current
mortgage on your partnership's property within any specified time period, any
such action in the future generally will require you to fully recognize any
deferred taxable gain if you exchange your units for OP Units. In addition, if
the AIMCO Operating Partnership were to be treated as a "publicly traded
partnership" for Federal income tax purposes, passive activity losses generated
by other passive activity investments held by you, including passive activity
loss carryovers attributable to your units, could not be used to offset your
allocable share of income generated by the AIMCO Operating Partnership. If you
redeem OP Units for shares of AIMCO Class A Common Stock or Preferred Stock, you
will recognize gain or loss measured by the difference between the amount
realized and your adjusted tax basis in the OP Units exchanged. In addition, if
you acquire shares of AIMCO stock, you will no longer be able to use income and
loss from your investment to offset "passive" income and losses from other
investments, and the distributions from AIMCO will constitute taxable income to
the extent of AIMCO's earnings and profits.

The particular tax consequences of the offer to you will depend upon a
number of factors related to your individual tax situation, including your tax
basis in your units, whether you dispose of all of your units in your
partnership and whether the "passive loss" rules apply to your investments. You
should review "Federal Income Tax Consequences" in this Prospectus Supplement
and "Federal Income Taxation of AIMCO and AIMCO Stockholders," Federal Income
Taxation of the AIMCO Operating Partnership and OP Unitholders" and "Other Tax
Consequences" in the accompanying Prospectus. Because the income tax
consequences of tendering units will not be the same for everyone, you should
consult your own tax advisor before determining whether to tender your units
pursuant to our offer.

FAIRNESS OPINION OF THIRD PARTY RELIED ON INFORMATION WE PROVIDED. Robert
A. Stanger & Co.'s analysis of our offer and opinion as to the fairness to you
of our offer consideration from a financial point of view relies on information
prepared by the general partner of your partnership (which is controlled by us).
No tests of the underlying data were performed, and no independent appraisal was
conducted. Because the fairness opinion will not be updated, changes may occur
from the date of the fairness opinion that might affect the conclusions
expressed in the opinion.

LOSS OF FUTURE DISTRIBUTIONS FROM YOUR PARTNERSHIP. If you tender your
units in response to our offer, you will transfer all right title and interest
in and to all of the units that we accept, and all distributions in

S-24
<PAGE> 28

respect of such units on or after the date on which we accept such units for
purchase. Accordingly, for any units that we acquire from you, you will not
receive any future distributions from operating cash flow of your partnership or
upon a sale of property owned by your partnership or a refinancing of any of its
debt. If you tender your units in exchange for OP Units, you will be entitled to
future distributions from the operating cash flow of the AIMCO Operating
Partnership and upon a dissolution, liquidation or winding-up of the AIMCO
Operating Partnership. See "Comparison of Your Units and AIMCO OP
Units -- Distributions."

POSSIBLE EFFECT OF THE OTHER EXCHANGE OFFERS ON US. Concurrently with this
offer, we are making or intend to make similar offers to investors in
approximately 90 other limited partnerships. If all of these offers had been
completed by December 31, 1997, our net loss for the nine months ended September
30, 1998 would have been $24,703,000 instead of $41,493,000, based on the
assumptions included in the Pro Forma Financial Statements. If we borrow funds
for the cash consideration for these offers, our interest costs would increase
which could adversely affect our future earnings. If all units in all the offers
were purchased for cash and we borrowed all the funds, at current interest
rates, our interest expense would increase by $3,064,000 per year. See "Pro
Forma Financial Information of AIMCO Properties, L.P."

LACK OF AVAILABILITY OF AUDITED FINANCIAL STATEMENTS. The unaudited
financial statements of Four Quarters Habitat Apartment Associates, Ltd. have
been prepared from the books and records of the Partnership in accordance with
generally accepted accounting principles. An audit of the Partnership's
financial statements could not be completed because the General Partner does not
have sufficient audit evidence to support the historical capitalized costs of
the Partnership's properties, including the initial purchase, which occurred in
1983. Nevertheless, the General Partner believes that such financial statements
appropriately reflect the financial condition and results of operations of the
Partnership for the periods presented in accordance with generally accepted
accounting principles.

RISKS TO UNITHOLDERS EXCHANGING UNITS FOR OP UNITS IN THE OFFER

FUNDAMENTAL CHANGE IN NATURE OF INVESTMENT. If you tender your units in
exchange for our OP Units, you will have changed fundamentally the nature of
your investment from (i) a partnership that distributes to its partners the
proceeds from the sale of a property or a refinancing of its indebtedness to
(ii) a partnership that reinvests the proceeds from sales of properties and
refinancings of its indebtedness. You will have changed from a small partnership
with a partnership termination date of 2030 to a much larger partnership with a
partnership termination date of 2093.

Under the AIMCO Operating Partnership's agreement of limited partnership,
the general partner has the ability, without the concurrence of the limited
partners, to acquire and dispose of properties and to borrow funds. Further,
while it is the intent to distribute net income from operations, sales of
properties and refinancings of indebtedness, the general partner may not make
such distributions. Proceeds of future asset sales or refinancings by the AIMCO
Operating Partnership generally will be reinvested rather than distributed.

FUNDAMENTAL CHANGE IN NUMBER OF PROPERTIES OWNED. If you exchange your
units for OP Units, you will have changed your investment from an interest in a
partnership which owns and manages a single property to an interest in the AIMCO
Operating Partnership which is in the business of acquiring, marketing, managing
and operating a large portfolio of apartment properties. While diversification
of assets may reduce certain risks of investment attributable to a single
property or entity, there can be no assurance as to the value or performance of
our securities and our portfolio of properties as compared to the value of your
units and your partnership.

S-25
<PAGE> 29

We have no plans to list the OP Units on a securities exchange. It is unlikely
that any person will make a market in the OP Units, or that an active market for
the OP Units will develop.

POSSIBLE RECOGNITION OF TAXABLE GAINS ON OP UNITS. There are tax risks
associated with the acquisition, retention and disposition of OP Units. Although
your general partner (which is our subsidiary) has no present intention to
liquidate or sell your partnership's property or prepay the current mortgage on
the property within any specified time period, any such action in the future
generally will require you to fully recognize any deferred taxable gain if you
exchange your units for OP Units. See "Federal Income Taxation of the AIMCO
Operating Partnership and OP Unitholders" in the accompanying Prospectus. If you
exercise your redemption right with respect to the OP Units within two years of
the date that you transfer your units to the AIMCO Operating Partnership, your
exchange of units for OP Units and cash could be treated as a disguised sale of
your units and you would be required to recognize gain or loss in the year of
the exchange on such disguised sale. See "Federal Income Tax
Consequences -- Disguised Sales."

LITIGATION ASSOCIATED WITH PARTNERSHIP ACQUISITIONS. We often acquire
interests in limited partnerships that own apartment properties. In some cases
(such as for your partnership), we have acquired the general

S-26
<PAGE> 30

partner of a partnership and then made an offer to acquire the limited partners'
interests in the partnership. There is a risk that we will be subject to
litigation based on claims that the general partner has breached its fiduciary
duties to its limited partners or that the transaction violates the relevant
partnership agreement. As a result, we may incur costs associated with defending
or settling such litigation or paying any judgment if we lose. As of the present
time, no limited partners of your partnership have initiated lawsuits on such
grounds.

RISKS TO UNITHOLDERS WHO DO NOT TENDER THEIR UNITS IN THE OFFER

POSSIBLE INCREASE IN CONTROL OF YOUR PARTNERSHIP BY US. Because your
general partner is a subsidiary of AIMCO, we control the management of your
partnership. In addition, if we acquire more units, we will increase our ability
to influence voting decisions with respect to your partnership. However, we will
not be able to control voting decisions unless we acquire more units in another
transaction, which cannot take place for at least one year after expiration of
this offer. Furthermore, in the event that we acquire a substantial number of
units pursuant to our offer, removal of your general partner (which is our
subsidiary) or the manager of any property owned by your partnership may become
more difficult or impossible without our consent.

POSSIBLE TERMINATION OF YOUR PARTNERSHIP FOR FEDERAL INCOME TAX
PURPOSES. If there is a sale or exchange of 50% or more of the total interest in
capital and profits of your partnership within any 12-month period, including
sales or exchanges resulting from our offer, your partnership will terminate for
Federal income tax purposes. Any such termination may, among other things,
subject the assets of your partnership to longer depreciable lives than those
currently applicable. This would generally decrease the annual average
depreciation deductions allocable to you for a number of years if you do not
tender all of your units (thereby increasing the taxable income allocable to
your units in each such year), but would have no effect on the total
depreciation deductions available over the useful lives of the assets of your
partnership. Any such termination may also change (and possibly shorten) your
holding period with respect to your units that you choose to retain. Gain
recognized by you on the disposition of retained units with a holding period of
12 months or less may be classified as short-term capital gain and subject to
taxation at ordinary income tax rates.

one property. The general partner of your partnership continually considers
whether the property should be sold or otherwise disposed of after consideration
of relevant factors, including prevailing economic conditions, availability of
favorable financing and tax considerations, with a view to achieving maximum
capital appreciation for your partnership. We cannot predict when the property
will be sold or otherwise disposed of. However, there is no current plan or
intention to sell the property in the near future.

BALLOON PAYMENTS. Your partnership has approximately $10,650,252 of balloon
payments due on its mortgage debt in October 2001. Your partnership will have to
refinance such debt or sell its property prior to the balloon payment dates, or
it will be in default and could lose the property to foreclosure.

SPECIAL FACTORS TO CONSIDER

In reviewing the offer, you should pay special attention to the information
in the Sections entitled "Background and Reasons for the Offer," "Valuation of
Units," "Fairness of the Offer" and "Stanger Analysis," which contain
information regarding the background and reasons for the offer, the method of
evaluating units in the offer and alternative valuation methods considered, our
view as to the fairness of the offer, and the fairness opinion rendered by
Stanger.

BACKGROUND AND REASONS FOR THE OFFER

BACKGROUND OF THE OFFER

General

On October 1, 1998, AIMCO merged (the "Insignia Merger") with Insignia
Financial Group, Inc. ("Insignia"). As a result of the Insignia Merger, AIMCO
acquired approximately 51% of the outstanding common shares of beneficial
interest of Insignia Properties Trust ("IPT"). The general partner of your
partnership is a wholly owned subsidiary of IPT. Through the Insignia Merger,
AIMCO also acquired a majority ownership interest in the entity that manages the
properties owned by your partnership. Through subsidiaries, AIMCO currently
owns, in the aggregate, approximately a 2% interest, consisting of a 0% limited
partnership interest and a 2% general partnership interest, in your partnership.

On October 31, 1998, IPT and AIMCO entered into an agreement and plan of
merger, dated as of October 1, 1998 (the "IPT Merger Agreement"), pursuant to
which IPT merged with AIMCO on February 26, 1999 (the "IPT Merger"). Upon
consummation of the IPT Merger, each outstanding share of IPT not owned by AIMCO
was converted into the right to receive 0.3601 shares of AIMCO's Class A Common
Stock (approximately 4,180,000 shares in the aggregate).

One of the reasons we chose to acquire Insignia is that we would be able to
make the exchange offers to acquire limited partnership interests of some of the
limited partnerships formerly controlled or managed by Insignia (the "Insignia
Partnerships"). Such offers would provide liquidity for the limited partners of
the Insignia Partnerships, and would provide the AIMCO Operating Partnership
with a larger asset and capital base and increased diversification. As of the
date of this offering, the AIMCO Operating Partnership proposes to make offers
to approximately 90 of the Insignia Partnerships, including your partnership.

During our negotiations with Insignia in early 1998, we decided that if the
merger with Insignia were consummated, we could also benefit from making offers
for limited partnership interests in the Insignia Partnerships. While some of
the Insignia Partnerships are public partnerships and information is publicly
available on such partnerships for weighing the benefits of making an exchange
offer, many of the partnerships are private partnerships and information about
such partnerships comes principally from the general partner. Our control of the
general partner makes it possible to obtain access to such information. Further,
such

S-28
<PAGE> 32

control also means that we control the operations of the partnerships and their
properties. Insignia did not propose that we conduct such exchange offers,
rather we initiated the offers on our own. We determined in June of 1998 that if
the merger with Insignia were consummated, we would offer to limited partners of
the Insignia Partnerships limited partnership units of the AIMCO Operating
Partnership and/or cash.

In connection with the Insignia Merger we acquired general partnership
interests and certain limited partnership interests in a number of private and
public partnerships. Eight private partnerships out of the 90 partnerships
involved in the proposed exchange offers do not have audited financial
statements prepared in accordance with generally accepted accounting practices
("GAAP"). Certain of these partnerships have audited financial statements
prepared on the basis of federal income taxes and others have unaudited
financial statements which may or may not be prepared on the basis of GAAP or
federal income taxes. For the Insignia Partnerships for which exchange offers
are being made which do not have audited GAAP financial statements for at least
two years, we are making the offer on the basis of either one year of audited
GAAP financial statements and one year of unaudited GAAP financial statements or
just unaudited GAAP financial statements. We tried to obtain two years of
audited GAAP financial statements for all the partnerships for which offers are
being made, but because of the inability to locate records from inception of the
partnerships which would allow auditors to verify the original purchase price of
the properties, no audits were possible. In these cases, the entities which
controlled the general partners prior to Insignia are no longer in business or
have no current knowledge or records of such partnerships. For the same reasons,
we do not have all the records for past years of some of the partnerships.
Therefore, for the partnerships without an audit, we did not have invoices,
escrow statements, property closing statements or the like to support the
original costs of the real property to the satisfaction of independent auditors,
in order for them to render an unqualified audit report. Consequently, we have
no way to support the original cost of the properties. However, we have general
ledgers and related accounting records that enable us to prepare GAAP basis
financial statements. These records were taken from the entities that controlled
the general partners and were subsequently maintained by us. The amount of
capitalized property costs appearing in those books and records has, to our
knowledge, been appropriately rolled forward from year to year and used by the
general partners of the partnerships in question to prepare tax returns and
periodic reports to the investors in the partnerships. Therefore, we believe
that the unaudited financial statements included in the prospectus supplements
for such partnerships have been prepared in accordance with GAAP.

In acquiring Insignia and the interests in the Insignia Partnerships, we
conducted due diligence with regard to certain of the assets acquired including
the major properties held by the Insignia Partnerships. Our due diligence
focused on the condition of the major properties and the terms of the
partnership agreements. Since Insignia had audited GAAP financial statements and
since those partnerships without audited GAAP financial statements are generally
smaller, we did not focus on the issue of audited GAAP based financial
statements for the smaller partnerships at the time of the merger. Further, for
our internal due diligence use, audited tax based financial statements are also
used. The total number of Insignia Partnerships we acquired an interest in was
approximately 550 of which approximately 25 do not have audited GAAP statements.
We were not able to pick and choose the partnerships in which we would acquire
an interest. The Insignia Partnerships were part of the business of Insignia. As
a consequence, we acquired interests in certain small private partnerships which
do not have the ability to obtain audited GAAP financial statements. It is our
policy to acquire properties or partnerships with audited GAAP based financial
statements. However, in connection with large acquisitions of partnerships
interests, such as with the Insignia Merger, we may occasionally acquire a
partnership or property without audited GAAP financial statements.

Previous Tender Offers

Tender offers have been previously made with respect to certain of the
public Insignia Partnerships. However, there have not been any prior tender
offers to acquire units of your partnership. Except for such tender offers, we
are not aware of any merger, consolidation or other combination involving any of
the Insignia Partnerships, or any acquisitions of any of such partnerships or a
material amount of the assets of such partnerships.

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<PAGE> 33

Engagement of Fairness Opinion Provider

The AIMCO Operating Partnership contacted Stanger in August 1998 to discuss
the possibility of Stanger providing a fairness opinion for our offer. The AIMCO
Operating Partnership chose Stanger based on Stanger's expertise and strong
reputation in this area of work. The parties entered into a definitive agreement
dated August 28, 1998 with Stanger to provide such a fairness opinion for your
partnership and other partnerships.

ALTERNATIVES CONSIDERED

The following is a brief discussion of the benefits and disadvantages of
alternatives to our offer that could have been pursued by your general partner
(which is our subsidiary).

Liquidation

Benefits of Liquidation. One alternative to our offer would be for your
partnership to sell its assets, distribute the net liquidation proceeds to its
partners in accordance with your partnership's agreement of limited partnership,
and then dissolve. Partners would be at liberty to use the net liquidation
proceeds after taxes for investment, business, personal or other purposes, at
their option. If your partnership were to sell its assets and liquidate, you and
your partners would not need to rely upon capitalization of income or other
valuation methods to estimate the fair market value of your partnership's
assets. Instead, such assets would be valued through negotiations with
prospective purchasers (in many cases unrelated third parties).

Disadvantages of Liquidation. A liquidating sale of part or all of your
partnership's property would be a taxable event for you and your partners and
could result in significant amounts of taxable income to you and your partners.
In the opinion of your general partner (which is our subsidiary), the present
time may not be the most desirable time to sell the real estate assets of your
partnership in private transactions, and any liquidation sale would be
uncertain. Liquidation of the partnership's assets may trigger a substantial
prepayment penalty on the order of 1% of the principal amount of the mortgage.
Your general partner believes it currently is in the best interest of your
partnership to continue holding its real estate assets.

Continuation of the Partnership Without the Offer

Benefits of Continuation. Although our offer permits you to continue your
investment in your partnership, a second alternative would be for your
partnership to continue as a separate legal entity, with its own assets and
liabilities and continue to be governed by its existing agreement of limited
partnership, without our offer. A number of advantages could result from the
continued operation of your partnership. Given improving rental market
conditions, the level of distributions might increase over time. Your
partnership's net loss decreased from $354,000 for the nine months ended
September 30, 1997, to $233,000 for the nine months ended September 30, 1998. It
is possible that the private resale market for apartment and retail properties
could improve over time, making a sale of your partnership's property in a
private transaction at some point in the future a more viable option than it is
currently. The continuation of your partnership will allow you to continue to
participate in the net income and any increases of revenue of your partnership
and any net proceeds from the sale of any property owned by your partnership.
The General Partner continues to review operations and expects to complete
capital expenditures in 1999 and 2000 enabling it to possibly increase rents and
lower expenses. In addition, a sale of the property may cause a tax gain to each
investor.

Disadvantages of Continuation. There are several risks and disadvantages
that result from continuing the operations of your partnership without our
offer. If your partnership continues operating as presently structured, your
partnership could be forced to borrow on terms that could result in net losses
from operations. Your partnership's mortgage notes are due in October 2001 and
require balloon payments totaling $10,650,252. Your partnership currently has
adequate sources of cash to finance its operations on both a short term and long
term basis but will have to sell the properties or refinance its indebtedness in
2001 to pay such balloon payments. Continuation of your partnership without the
offer would deny you and your partners the benefits that your general partner
(which is our subsidiary) expects to result from the offer. For example, you
would have no opportunity for liquidity unless you were to sell your units in a
private transaction. Any such
S-30
<PAGE> 34

sale would likely be at a very substantial discount from your pro rata share of
the fair market value of your partnership's property. Continuation without our
offer would deny you and your partners the benefits of diversification into a
company which has a much larger and more diverse portfolio of apartment
properties.

Alternative Structures Considered

Before we decided to make our offer, we considered a number of alternative
transactions, including purchasing some or all of your partnership's properties;
making an offer of only cash for your units; making an offer of only Common OP
Units for your units; and making an offer of only Preferred OP Units for your
units. A merger would require a vote of the limited partners of your
partnership. If the merger was approved, all limited partners, including those
who wish to retain their units and continue to participate in your partnership,
would be forced to participate in the merger transaction. If the merger was not
approved, all limited partners, including those who would like to liquidate
their investment in your partnership, would be forced to retain their units.

We also considered purchasing your partnership's properties from your
partnership. If the sale was approved, all limited partners, including those who
wish to continue to participate in the ownership of your partnership's
properties, would be forced to participate in the sale transaction, and possibly
to recognize taxable income. If the sale was not approved, all limited partners,
including those who would like to dispose of their investment in your
partnership's properties, would be forced to retain their investment.

In order to give all limited partners in your partnership an opportunity to
make their own investment decision, we elected to make an offer directly to you
and the other limited partners. We considered making an all cash offer in order
to satisfy some limited partners' desire for immediate liquidity. However, an
all cash offer would not be desirable for those limited partners who do not
desire immediate liquidity and do not want to immediately recognize any taxable
income, but might otherwise be interested in disposing of their investment in
your partnership and might want an opportunity to control the timing of any
realization of taxable income associated with liquidating such investment in the
future.

We considered making an offer of only OP Units, either all Common OP Units
or all Preferred OP Units. The primary disadvantage of an all OP Unit offer is
that those limited partners who want immediate liquidity would be forced to wait
at least one year before exchanging their OP Units for cash or AIMCO stock. We
decided to offer limited partners both Common OP Units and Preferred OP Units in
order to permit investors to make their own decision as to whether they
preferred the possibility of future capital appreciation (Common OP Units) or
preferred distribution rights (Preferred OP Units).

After considering these alternatives, we decided to offer limited partners
the possibility of all three forms of consideration: cash, Common OP Units and
Preferred OP Units. We think that such an offer will appeal to a large number of
limited partners in your partnership, while permitting each one to retain any or
all of his or her units and remain a limited partner in your partnership on the
same terms as before.

Sale of Assets

Your partnership could sell the property it owns. The general partner of
your partnership considers sale of your partnership's property from time to
time. However, any such sale would likely be a taxable transaction.

EXPECTED BENEFITS OF THE OFFER

We are in the business of acquiring direct and indirect interests in
apartment properties such as the property owned by your partnership. Our offer
provides us with an opportunity to increase our ownership interest in the
property owned by your partnership while providing you and other investors with
an opportunity to retain or liquidate your investment or to invest in the AIMCO
Operating Partnership.

There are four principal advantages of tendering your units for Preferred
OP Units:

- Tax Deferral. You will generally not recognize any immediate taxable gain
if you exchange your units solely for Preferred OP Units.

S-31
<PAGE> 35

- Diversification. We have a substantially larger and more diverse
portfolio of apartment properties than your partnership.

There are five principal advantages of tendering your units for Common OP
Units:

- Tax Deferral. You will generally not recognize any immediate taxable gain
if you exchange your units solely for Common OP Units.

- Quarterly Distributions. Your partnership paid no distributions for the
fiscal year ended December 31, 1998. In 1998, we paid quarterly
distributions on the Common OP Units totalling $2.25. In January 1999, we
increased our distribution rate on each of the Common OP Units to $2.50
on an annual basis. Assuming no change in the level of our distributions,
this is equivalent to a distribution of $1,003.13 per year on the number
of Common OP Units you will receive in exchange for each of your
partnership units. See "The AIMCO Operating Partnership."

- Diversification. We have a substantially larger and more diverse
portfolio of apartment properties than your partnership.

The principal advantage if you tender your units for cash is immediate
liquidity. However, tendering your units for cash may cause you to recognize
taxable gain for Federal income tax purposes.

DISADVANTAGES OF THE OFFER

The principal disadvantages to the offer are:

S-32
<PAGE> 36

- No Separate Representation of Limited Partners. In structuring the offer
and the consideration, no one separately represented the interests of the
limited partners. Although we have a fiduciary duty to the limited
partners, we also have conflicting responsibilities to our equity
holders. We did not appoint, or ask the limited partners to appoint, a
party to represent only their interests.

- No Proposal to Sell the Property. We are not proposing to try to
liquidate the partnership and sell the partnership's property and
distribute the net proceeds. An arms-length sale of the property after
offering it for sale through licensed real estate brokers might be a
better way to determine the true value of the property rather than the
method we chose. The sale of the property and the liquidation of the
partnership might result in greater pre-tax cash proceeds to you than our
offer.

- OP Units. Investing in OP Units has risks that include the lack of a
public market, transfer restrictions and a one year holding period before
they can be redeemed by a holder. The ultimate return on the OP Units is
directly tied to the future price of AIMCO's Class A Common Stock or
Class I Preferred Stock. You could ultimately receive less for your OP
Units than the cash price in our offer. Further, on or after March 1,
2005, we may redeem the Class I Preferred Stock for $25 per share.

- Continuation of the Partnership. We are proposing to continue to operate
your partnership and not to attempt to liquidate it at the present time.
Thus, our offer does not satisfy any expectation that you would receive
the return of your investment in the partnership through a sale of the
property at the present time. At the current time we do not believe that
the sale of the property would be advantageous given market conditions,
the condition of the property and tax considerations. In particular, we
considered the changes in the local rental market, the potential for
appreciation in the value of a property and the tax consequences to you
and your partners on a sale of a property. See also "Your
Partnership -- General Policy Regarding Sales and Refinancings of
Partnership Property."

For a description of certain risks of our offer, see "Risk Factors."

S-33
<PAGE> 37

VALUATION OF UNITS

We determined our cash offer consideration by estimating the value of each
property owned by your partnership using the direct capitalization method. This
method involves applying a capitalization rate to your partnership's annual
property income. A capitalization rate is a percentage (rate of return),
commonly applied by purchasers of residential real estate to property income to
determine the present value of income property. The lower the capitalization
rate utilized the higher the value produced, and the higher the capitalization
rate utilized the lower of the value produced. We used your partnership's
property income for the fiscal year ended December 31, 1997. However, in
determining the appropriate capitalization rate, we considered the partnership's
property income since December 31, 1997. Our method for selecting a
capitalization rate begins with each property being assigned a location and
condition rating (e.g., "A" for excellent, "B" for good, "C" for fair, and "D"
for poor). We have rated your property's location B (good) and its condition B
(good). Generally, we assign an initial capitalization rate of 10.25% to
properties in this category. We then adjust the capitalization rate based on
whether the mortgage debt that the property is subject to bears interest at a
rate above or below 7.5% per annum. Generally, for every 0.5% in excess of 7.5%,
the capitalization rate would be increased by 0.25%. Your property's mortgage
debt bears interest at 9.80% per annum, which resulted in an increase from the
initial capitalization rate of 1.25%. We also considered any changes in your
partnership's property income from 1997 to 1998. Because your partnership's
property income in 1998 increased compared to 1997, we further revised the
capitalization rate downward by approximately 0.87%, resulting in a final
capitalization rate of 10.63%. The evaluation of a property's location and
condition, and the determination of an appropriate capitalization rate for a
property, is subjective in nature, and others evaluating the same property might
use a different capitalization rate and derive a different property value.
Property income is the difference between the revenues from the property and
related costs and expenses, excluding income derived from sources other than its
regular activities and before income deductions. Income deductions include
interest, income taxes, prior-year adjustments, charges to reserves, write-offs
of intangibles, adjustments arising from major changes in accounting methods and
other material and nonrecurrent items. In this respect, property income differs
from net income disclosed in the partnership's financial statements, which does
not exclude these income sources and deductions.

The following is a reconciliation of your partnership's net income for the
year ended December 31, 1997, to your partnership's property income for the same
period.

<TABLE>
<S> <C>
Net Income (Loss)........................................... $ (461,00)
Other Non-Operating Expenses................................ 135,000
Depreciation................................................ 676,000
Interest.................................................... 1,143,000
----------
Property income............................................. $1,493,000
</TABLE>

Although the direct capitalization method is a widely accepted way of
valuing real estate, there are a number of other methods available to value real
estate, each of which may result in different valuations of a property. Further,
in applying the direct capitalization method, others may make different
assumptions and obtain different results. The proceeds that you would receive if
you sold your units to someone else or if your partnership were actually
liquidated might be higher or lower than our cash offer consideration. We
determined our cash offer consideration as follows:

- First, we estimated the value of the property owned by your partnership
using the direct capitalization method. We selected capitalization rates
based on our experience in valuing similar properties. The lower the
capitalization rate applied to a property's income, the higher its value.
We considered local market sales information for comparable properties,
estimated actual capitalization rates (property income less capital
reserves divided by sales price) and then evaluated each property in
light of its relative competitive position, taking into account property
location, occupancy rate, overall property condition and other relevant
factors. The AIMCO Operating Partnership believes that arms-length
purchasers would base their purchase offers on capitalization rates
comparable to those used by us, however there is no single correct
capitalization rate and others might use different rates. We divided

S-34
<PAGE> 38

fiscal 1997 property income of $803,625 by the property's capitalization
rate of 10.63% to derive an estimated gross property value of
$14,048,000.

(1) The total net operating income is equal to total revenues of
$2,880,563, less total expenses of $1,286,475 and recurring replacement
costs of $100,800.

- Second, we calculated the value of the equity of your partnership by
adding to the aggregate gross property value of all properties owned by
your partnership, the value of the non-real estate assets of your
partnership, and deducting the liabilities of your partnership, including
mortgage debt and debt owed by your partnership to its general partner or
its affiliates after consideration of any applicable subordination
provisions affecting payment of such debt. We deducted from this value
certain other costs including required capital expenditures, deferred
maintenance, and closing costs to derive a net equity value for your
partnership of $1,082,132. Closing costs, which are estimated to be 2.5%
of the gross property value, include legal and accounting fees, real
property, transfer taxes, title and escrow costs and broker's fees.

- Third, using this net equity value, we determined the proceeds that would
be paid to holders of units in the event of a liquidation of your
partnership, based on the terms of your partnership's agreement of
limited partnership. Accordingly, 100% of the estimated liquidation
proceeds are assumed to be distributed to holders of units. Our cash
offer consideration represents the per unit liquidation proceeds
determined in this manner.

<TABLE>
<S> <C>
Property income............................................. $ 1,493,000
Capitalization rate......................................... 10.63%
------------
Gross valuation of your partnership property................ $ 14,048,000
Plus: Cash and cash equivalents............................. 145,164
Plus: Other partnership assets, net of security deposits.... 316,899
Less: Mortgage debt, including accrued interest............. (10,722,392)
Less: Accounts payable and accrued expenses................. (125,302)
Less: Other liabilities..................................... (574,650)
------------
Partnership valuation before taxes and certain costs........ $ 3,087,719
Less: Disposition fees...................................... $ (526,800)
Less: Extraordinary capital expenditures for deferred
maintenance............................................... (730,932)
Less: Closing costs......................................... (351,200)
------------
Estimated net valuation of your partnership................. $ 1,478,787
Percentage of estimated net valuation allocated to holders
of units.................................................. 100.00%
------------
Estimated net valuation of units............................ $ 1,478,787
Total number of units............................. 98.0
------------
Estimated valuation per unit................................ $ 15,090
============
Cash consideration per unit................................. $ 15,090
============
</TABLE>

- In order to determine the number of Preferred OP Units we are offering
you, we divided the cash offer consideration of $15,090 by the $25
liquidation preference of each Preferred OP Unit to get 603.75 Preferred
OP Units per unit.

- In order to determine the number of Common OP Units we are offering for
each of your units, we divided the cash offer consideration of $15,090 by
a price of $37.63 (the average closing price of AIMCO's Class A Common
Stock on the NYSE for the 30 trading days ended on March 23, 1999) to get
401.25 Common OP Units per unit.

S-35
<PAGE> 39

The total net valuation of all partnerships in which the AIMCO Operating
Partnership is making similar exchange offers, and which were valued using the
same methods as used for your partnership, is $568,751,183, of which, $1,478,787
or .26% is the net valuation of your partnership.

FAIRNESS OF THE OFFER

POSITION OF THE GENERAL PARTNER OF YOUR PARTNERSHIP WITH RESPECT TO THE OFFER;
FAIRNESS

Your general partner is a subsidiary of the AIMCO Operating Partnership. As
a result, your general partner has a conflict of interest and makes no
recommendation to you as to whether you should tender or refrain from tendering
your units. Your general partner did not participate in the structuring of the
offer and has substantial conflicts of interest with regard to the offer.
However, for all of the reasons discussed herein, we and your general partner
believe that the offer and all forms of consideration offered is fair to you and
the limited partners of your partnership. We also reasonably believe that the
similar offers to the limited partners of the other partnerships are fair to
such limited partners. The AIMCO Operating Partnership has retained Stanger to
conduct an analysis of the offer and to render an opinion as to the fairness to
unitholders of the offer consideration from a financial point of view. Stanger
is not affiliated with us or your partnership. Stanger is one of the leaders in
the field of analyzing and evaluating complex real estate transactions. However,
we provided much of the information used by Stanger in forming its fairness
opinion. We believe the information provided to Stanger is accurate in all
material respects. See "Stanger Analysis." You should make your decision whether
to tender based upon a number of factors, including your financial needs, other
financial opportunities available to you and your tax position.

The terms of our offer have been established by us and are not the result
of arms-length negotiations. In evaluating the fairness of the offer, your
general partner (which is our subsidiary) and the AIMCO Operating Partnership
considered the following factors and information:

1. The opportunity for you to make an individual decision on whether to
tender your units in the offer and that the offer allows each investor to
continue to hold his or her units.

2. The estimated value of your partnership's property has been
determined based on a method believed to reflect the valuation of such
assets by buyers in the market.

3. An analysis of the possible alternatives including liquidation and
continuation without the option of the offer. See "Background and Reasons
for the Offer -- Alternatives Considered."

4. An evaluation of the financial condition and results of operations of
your partnership and the AIMCO Operating Partnership and their anticipated
level of operating results. The offer is not expected to have an effect on
your partnership's financial condition or results of operations. The net
loss of your partnership has decreased from $354,000 for the nine months
ended September 30, 1997 to $233,000 for the nine months ended September
30, 1998. These factors are reflected in our valuation of your partnership.

5. The method of determining the offer consideration which is intended
to provide you with OP Units or cash that are substantially the financial
equivalent to your interest in your partnership. See "Valuation of Units."

6. The opinion of Stanger, an independent third party, that the offer
consideration is fair to holders of units from a financial point of view.
In connection with the preparation of its fairness opinion, Stanger
estimated the net asset value, going concern value and liquidation value of
the partnership at $14,905, $16,272 and $11,259, respectively. Stanger used
these different values to establish a range of fairness for our offer.
Although the offer price of $15,090 is less than the going concern value
estimated by Stanger, it exceeds the net asset and liquidation values
estimated by Stanger. Your general partner believes that, because our offer
price is within the range of fairness established by Stanger, our offer
price is fair. See "Stanger Analysis"

S-36
<PAGE> 40

7. The fact that the units are illiquid and the offer provides holders
of units with liquidity. However, we did review whether trading information
was available.

8. The fact that the offer generally provides holders of units with the
opportunity to receive both cash and OP Units together.

9. The fact that the offer provides holders of units with the
opportunity to defer taxes by electing to accept Preferred OP Units or
Common OP Units.

10. An evaluation of the market price of the Class A Common Stock and
the limited information on prices at which Common OP Units and units are
transferred. See "Your Partnership -- Distributions and Transfers of
Units." No assurance can be given that the Class A Common Stock will
continue to trade at its current price.

11. The estimated unit value of $15,090, based on a total estimated
value of your partnership's property of $14,048,000. Your general partner
(which is our subsidiary) has no present intention to liquidate your
partnership or to sell or refinance your partnership's property. See
"Background and Reasons for the Offer". See "Valuation of Units" for a
detailed explanation of the methods we used to value your partnership.

12. Anticipated annualized distributions with respect to the Preferred
OP Units are $2.00 and current annualized distributions with respect to the
Common OP Units are $2.50. This is equivalent to distributions of $1,207.50
per year on the number of Preferred OP Units, or distributions of $1,003.13
per year on the number of Common OP Units, that you would receive in
exchange for each of your partnership's units. Distributions with respect
to your units for the fiscal year ended December 31, 1998 were $0. See
"Comparison of Your Units and AIMCO OP Units -- Distributions."

13. The fact that if your partnership were liquidated as opposed to
continuing, the general partner (which is our subsidiary) would not receive
the substantial management fees it currently receives. As discussed in
"Fairness of the Offer -- Comparison of Consideration to Alternative
Consideration -- Estimated Liquidation Proceeds," we do not believe that
liquidation of the partnership is in the best interests of the unitholders.
Therefore, we believe the offer is fair in that the fees paid to the
general partner would continue even if the offer was not consummated. We
are not proposing to change the current management fee arrangement.

In evaluating these factors, your general partner (which is our subsidiary)
and the AIMCO Operating Partnership did not quantify or otherwise attach
particular weight to any of them.

Your general partner (which is our subsidiary) has not retained an
unaffiliated representative to act on behalf of the limited partners in
negotiating the terms of the offer since each individual limited partner can
make his own decision as to whether or not to tender and what consideration to
take. Unlike a merger or other form of partnership reorganization, a majority or
more of the holders of limited partnership interests in your partnership cannot
bind you. If an unaffiliated representative had been obtained, it is possible
that such representative could have negotiated a higher price for your units
than was unilaterally offered by the AIMCO Operating Partnership. We have
retained Stanger to conduct an analysis of our offer and to render an opinion as
to the fairness to you of the offer consideration from a financial point of
view. Although no representative has been retained to act solely on behalf of
the limited partners for purposes of negotiating the terms of the offer, we have
determined that the transaction is fair to you from a financial point of view.
We made this determination based, in part, on the fairness opinion from Stanger
and the fact that all limited partners may elect to retain their existing
security on the same terms as before our offer.

FAIRNESS TO UNITHOLDERS WHO TENDER THEIR UNITS

Your general partner (which is our subsidiary) makes no recommendation as
to whether you should tender or refrain from tendering your units. The terms of
the offer have been established by the AIMCO Operating Partnership and are not
the result of arms-length negotiations. See "Conflicts of Interest." The general
partner of your partnership and the AIMCO Operating Partnership believe that the
valuation method

S-37
<PAGE> 41

described in "Valuation of Units" provides a meaningful indication of value for
residential apartment properties and, although there are other ways to value
real estate, is a reasonably fair method to determine the consideration offered.
Although we believe our offer consideration represents the amount you would
receive if we currently liquidated your partnership, an actual liquidation might
generate a higher or lower price for holders of units. A liquidation in the
future might generate a higher or lower price for holders of units.

The future value of the OP Units received in the offer will depend on some
of the same factors that will affect the value of the units, primarily the
condition of the real estate markets. However, if you exchange your units for OP
Units, you will be able to liquidate your investment only by tendering your OP
Units for redemption after a one-year holding period or by selling your OP
Units, which may preclude you from realizing the full value of your investment.

FAIRNESS TO UNITHOLDERS WHO DO NOT TENDER THEIR UNITS

Your general partner (which is our subsidiary) makes no recommendation as
to whether you should tender or refrain from tendering your units. If you choose
not to tender any units, your interest in your partnership will remain
unchanged. The identity of the other limited partners of your partnership may
change. If the AIMCO Operating Partnership acquires a substantial number of
units pursuant to the offer, AIMCO may be in a position to influence voting
decisions with respect to your partnership. AIMCO has no present intention to
sell your partnership's property or refinance its indebtedness within any
specified time period.

COMPARISON OF CONSIDERATION TO ALTERNATIVE CONSIDERATION

General

To assist holders of units in evaluating the offer, your general partner
(which is our subsidiary) has attempted to compare the cash offer consideration
against: (a) estimates of the value of the units on a liquidation basis; (b)
estimates of the going concern value of your units based on continuation of your
partnership as a stand-alone entity; and (c) the net book value of your units.
The general partner of your partnership believes that analyzing the alternatives
in terms of estimated value, based upon currently available data and, where
appropriate, reasonable assumptions made in good faith, establishes a reasonable
framework for comparing alternatives. Since the value of the consideration for
alternatives to the offer is dependent upon varying market conditions, no
assurance can be given that the estimated values reflect the range of possible
values. See "Valuation of Units."

The results of these comparative analyses are summarized in the following
chart. You should bear in mind that the estimated values assigned to the
alternate forms of consideration are based on a variety of assumptions that have
been made by us. These assumptions relate to, among other things: the operating
results since December 31, 1997 as to income and expenses of each property,
other projected amounts and the capitalization rates that may be used by
prospective buyers if your partnership assets were to be liquidated. The 1998
budget is discussed in "Stanger Analysis -- Summary of Materials Considered" and
other projected amounts are discussed in "Stanger Analysis -- Summary of
Reviews."

In addition, these estimates are based upon certain information available
to your general partner (which is our subsidiary) at the time the estimates were
computed, and no assurance can be given that the same conditions analyzed by it
in arriving at the estimates of value would exist at the time of the offer. The
assumptions used have been determined by the general partner of your partnership
in good faith, and, where appropriate, are based upon current and historical
information regarding your partnership and current real estate markets, and have
been highlighted below to the extent critical to the conclusions of the general
partner of your partnership. Actual results may vary from those set forth below
based on numerous factors, including interest rate fluctuations, tax law
changes, supply and demand for similar apartment properties, the manner in which
your partnership's property is sold and changes in availability of capital to
finance acquisitions of apartment properties.

S-38
<PAGE> 42

Under your partnership's agreement of limited partnership, the term of the
partnership will continue until December 31, 2030, unless sooner terminated as
provided in the agreement or by law. Limited partners could, as an alternative
to tendering their units, take a variety of possible actions, including voting
to liquidate the partnership or amending the agreement of limited partnership to
authorize limited partners to cause the partnership to merge with another entity
or engage in a "roll-up" or similar transaction.

COMPARISON TABLE

<TABLE>
<CAPTION>
PER UNIT
--------
<S> <C> <C>
Cash offer price............................................ $ 15,090
Partnership preferred units................................. $ 15,090(1)
Partnership common units.................................... $ 15,090(1)
Alternatives:
Estimated liquidation proceeds............................ $ 15,090
Estimated going concern value(2).......................... $ 13,597
Estimated alternative going concern value(3).............. $ 11,344
Net book value (deficit).................................. $(62,098)
</TABLE>

- ---------------

(1) In our discussion of the offer price as being fair with regard to other
methods of valuing your partnership, we believe the number of Common OP
Units and Preferred OP Units to be issued per unit in the offer to be equal
to the cash price per unit. Therefore, the fairness discussion applies
equally to the cash and non-cash forms of consideration being effected. See
"Valuation of Units" for details of how the number of OP Units was
determined.

(2) Assumes a refinancing of the partnership property's mortgage when it comes
due.

(3) Assumes a sale of the partnership property when the mortgage is due, rather
than a refinancing of the mortgage.

Prices on Secondary Market

There is no active market for your units. Your general partner (which is
our subsidiary) is unaware of any secondary market activity in the units.
Therefore any comparison to prices on the secondary market is not possible at
the present time. See "Your Partnership -- Distributions and Transfers of
Units -- Transfers."

Prior Tender Offers

There have been no previous tender offers for units of your partnership.

Estimated Liquidation Proceeds

Liquidation value is a measure of the price at which the assets of your
partnership would sell if disposed of in an arms-length transaction between a
willing buyer and your partnership, each having access to relevant information
regarding the historical revenues and expenses of the business. Your general
partner (which is our subsidiary) estimated the liquidation value of units using
the same direct capitalization method and assumptions as we did in valuing the
units for the cash offer consideration. See "Valuation of Units." The
liquidation analysis also assumed that your partnership's property was sold to
an independent third-party buyer at the current property value and that other
balance sheet assets (excluding amortizing assets) and liabilities of your
partnership were sold at their book value, and that the net proceeds of sale
were allocated to your partners in accordance with your partnership's agreement
of limited partnership.

The liquidation analysis assumes that the assets of your partnership are
sold in a single transaction. Should the assets be liquidated over time, even at
prices equal to those projected, distributions to limited partners from cash
flow from operations might be reduced because your partnership's relatively
fixed costs, such as general and administrative expenses, are not
proportionately reduced with the liquidation of assets. However, for
simplification purposes, the sales of the assets are assumed to occur
concurrently. The

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liquidation analysis assumes that the assets would be disposed of in an orderly
manner and not sold in forced or distressed sales where sellers might be
expected to dispose of their interests at substantial discounts to their actual
fair market value.

Estimated Going Concern Value and Alternative Going Concern Value

Going concern value is a measure of the value of your partnership if it
continued operating as an independent stand-alone entity. The estimated value of
the partnership on a going concern basis is not intended to reflect the
distributions payable to limited partners if its assets were to be sold at their
current fair market value. The general partner of your partnership estimated the
going-concern value of your partnership by analyzing projected cash flows and
performing a discounted cash flow analysis. The general partner of your
partnership assumed that your partnership will be operated in the same manner as
currently, as an independent stand-alone entity, and its assets sold in a
liquidation after a ten-year holding period. Distribution and sale proceeds per
partnership unit were discounted in the projections at a rate of 30%.

The general partner of your partnership assumed that real estate selling
costs will be incurred which will equal 3.0% of the sales price. This analysis
assumes that the partnership property will be sold in a liquidation, at the
expiration of the ten-year holding period, to an independent third-party buyer.
Upon such liquidation, other balance sheet assets (excluding amortizing assets)
and liabilities of your partnership will be sold at their book value, and the
net proceeds of sale will be allocated between the general partners and offerees
in accordance with your partnership's agreement of limited partnership. Should
the assets be liquidated over time, even at prices equal to those projected,
distributions to limited partners of your partnership's cash flow from
operations might be reduced because relatively fixed costs, such as general and
administrative expenses, are not proportionately reduced with the liquidation of
assets. However, for simplification purposes, the sales are assumed to occur
concurrently.

The going concern method relies on a number of assumptions, including among
other things, (i) rental rates for new leases and lease renewals; (ii)
improvements needed to prepare an apartment for a new lease or a renewal lease;
(iii) lease periods; (iv) capital expenditures; (v) broker's commissions; and
(vi) discount rates applied to future cash flows. The use of assumptions or
variables that differ from those described above could produce substantially
different results. Neither we nor the general partner of your partnership
solicited any offers or inquiries from prospective buyers of the property owned
by your partnership in connection with the preparation of the estimates of value
of the properties and the actual amounts for which the partnership's properties
or the partnership could be sold could be significantly higher or lower than any
of the estimates contained herein. The estimated going concern value of your
partnership is $13,597 per unit, which value is below our offer price per unit.
Therefore, we believe the offer price is fair in relation to the going concern
value.

Your partnership's property currently has balloon payments due in 2001.
While the going concern value was based on your partnership refinancing its
indebtedness and continuing to own its property, the alternative going concern
value of $11,344 is based on selling the property when the balloon payment is
due. For the reasons set forth above, we believe the offer consideration is fair
in relationship to the alternative going concern value.

The general partner determined going concern value based upon the
discounted present value of projected cash flows from the partnership over a
ten-year period of operation, which is a standard period for going concern
analyses for real property assets. Such discounted cash flows were based upon
year one property income from the real estate portfolio of $1,493,000, escalated
at 3% per annum for the ten-year projection period. Property income was reduced
by: (i) partnership administrative expenses of $98,000 per annum; and (ii) debt
service on existing debt through maturity or the end of ten years, whichever
occurs first. For debt which matures during the ten-year period, a refinancing
at a 7% interest rate was assumed. At the end of the ten-year projection period,
the property was assumed to be sold at a price based upon property income for
the immediately following year, capitalized at a capitalization rate of 11.13%,
less expenses of sale estimated at 3% of the property value. The net cash flow
to limited partners from the continued operation of the property

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<PAGE> 44

and the net proceeds of sale were then discounted at a discount rate of 25% to
achieve the going concern value of $13,597 per unit.

The capitalization rate used to determine the going concern value is 0.5%
greater than the capitalization rate used in the liquidation analysis. The
higher capitalization rate reflects the additional risk associated with the
calculation of going concern value. These risks include: (i) projected growth in
net operating income of 3% per annum, and (ii) the older age of the property at
the time of the projected sale. Furthermore, we were advised by Stanger that it
is common practice in the valuation of real estate to increase the
capitalization rate by at least 0.5% when estimating a value based upon
discounted future cash flows.

Your partnership's property currently has a balloon payment due in October
2001. While the going concern value was based on your partnership refinancing
its indebtedness and continuing to own its property; the alternative going
concern value of $10,650,252 is based on selling the property when the balloon
payment is due and otherwise includes the same assumptions as the going concern
value described above. For the reason set forth above, we believe the offer
consideration is fair in relation to the alternative going concern value.

There is currently no market for the Partnership Preferred Units or
Partnership Common Units.

Net Book Value

Net book value per unit is a deficit of $62,098 and therefore a comparison
with the offering price would not be meaningful in determining the fairness of
the offering price.

Stanger's Estimate of Net Asset Value, Going Concern Value and Liquidation Value

In rendering its opinion set forth as Appendix A, Stanger did its own
independent estimate of your partnership's net asset value of $14,905 per unit,
going concern value of $16,272 per unit and liquidation value of $11,259 per
unit. For an explanation of how Stanger determined such values see "Stanger
Opinion -- Summary of Reviews -- Comparison of Offer Price To Liquidation Value,
Going Concern Value and Secondary Market Prices." An estimate of your
partnership's net asset value per unit is based on a hypothetical sale of your
partnership's property and the distribution to the limited partners and the
general partner of the gross proceeds of such sales, net of related
indebtedness, together with the cash, proceeds from temporary investments, and
all other assets that are believed to have a liquidation value, after provisions
in full for all of the other known liabilities of your partnership. The net
asset value does not take into account (i) timing considerations discussed under
"Fairness of the Offer -- Comparison of Consideration to Alternative
Consideration -- Estimated Liquidation Proceeds," and (ii) costs associated with
winding up of your partnership. Therefore, the AIMCO Operating Partnership
believes that the estimate of net asset value per unit does not necessarily
represent the fair market value of a unit or the amount the limited partner
reasonably could expect to receive if the partnership's property was sold and
the partnership was liquidated. For this above reason, the AIMCO Operating
Partnership considers net asset value estimates to be less meaningful in
determining the offer consideration than the analysis described above under
"Valuation of Units."

Stanger's estimates of net asset value, going concern value and liquidation
value per unit represents premiums (discounts) to the offer price of $185,
$(1,182) and $3,831. In light of these premiums (discounts) and for all the
reasons set forth above, the AIMCO Operating Partnership believes the offer
price is fair to the limited partners. The AIMCO Operating Partnerships believes
that the best and most commonly used method of determining the value of a
partnership which only owns an apartment is the capitalization of income
approach set forth in "Valuation of Units."

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<PAGE> 45

ALLOCATION OF CONSIDERATION

Your partnership's agreement of limited partnership provides that, in the
event of a liquidation, available proceeds are to be distributed 0% to the
general partner and 100% to the limited partners. Accordingly, in valuing your
units, we have assumed that 100% of the estimated liquidation proceeds are
distributed to holders of units. Since this allocation is in accordance with the
terms of the partnership agreement, we believe the allocation is fair. See
"Valuation of Units."

STANGER ANALYSIS

We engaged Stanger, an independent investment banking firm, to conduct an
analysis and to render an opinion (the "Fairness Opinion") as to whether the
offer consideration for the units is fair, from a financial point of view, to
the unitholders. We selected Stanger because of its experience in providing
similar services to other parties in connection with real estate merger and sale
transactions and Stanger's experience and reputation in connection with real
estate partnerships and real estate assets. No other investment banking firm was
engaged to provide, or has provided, any report, analysis or opinion relating to
the fairness of our offer.

Stanger has advised us that, subject to the assumptions, limitations and
qualifications contained in its Fairness Opinion, the offer consideration for
the units is fair, from a financial point of view, to the unitholders. We
determined the offer consideration, and Stanger did not, and was not requested
to, make any recommendations as to the form or amount of consideration to be
paid in connection with the offer.

The full text of the Fairness Opinion, which contains a description of the
matters considered and the assumptions, limitations and qualifications made, is
set forth as Appendix A hereto and should be read in its entirety. Stanger has
advised us that the description of Stanger's analysis contained herein describes
the material portions of Stanger's review. The summary set forth herein does not
purport to be a complete description of the review performed by Stanger in
rendering the Fairness Opinion. Arriving at a fairness opinion is a complex
process not necessarily susceptible to partial analysis or amenable to summary
description.

We imposed no conditions or limitations on the scope of Stanger's
investigation or with respect to the methods and procedures to be followed in
arriving at the fairness opinion. See "-- Assumptions, Limitations and
Qualifications." We have agreed to indemnify Stanger against any losses, claims,
damages, liabilities or expenses to which Stanger may be subject, under any
applicable federal or state law, including federal and state securities laws,
arising out of Stanger's engagement to prepare and deliver the Fairness Opinion.

EXPERIENCE OF STANGER

Since its founding in 1978, Stanger and its affiliates have provided
information, research, investment banking and consulting services to clients
located throughout the United States, including major NYSE member firms,
insurance companies and over seventy companies engaged in the management and
operation of partnerships and real estate investment trusts. The investment
banking activities of Stanger include financial advisory and fairness opinion
services, asset and securities valuations, industry and company research and
analysis, litigation support and expert witness services, and due diligence
investigations in connection with both publicly registered and privately placed
securities transactions.

Stanger, as part of its investment banking business, is regularly engaged
in the valuation of businesses and their securities in connection with mergers,
acquisitions, reorganizations and for estate, tax, corporate and other purposes.
Stanger's valuation practice principally involves partnerships, partnership
securities and the assets typically held through partnerships, such as real
estate, oil and gas reserves, cable television systems and equipment leasing
assets. Stanger was selected because of its experience and reputation in
connection with real estate partnerships, real estate assets and mergers and
acquisitions.

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<PAGE> 46

SUMMARY OF MATERIALS CONSIDERED

In the course of Stanger's analysis to render its opinion, Stanger: (i)
reviewed a draft of the Prospectus Supplement related to the offer in
substantially the form which will be distributed; (ii) reviewed your
partnership's audited financial statements for the years ended December 31, 1996
and 1997, and its unaudited financial statements for the period ended September
30, 1998, which your partnership's management has indicated to be the most
current available financial statements at the time; (iii) reviewed descriptive
information concerning your partnership's real estate assets (the "property")
provided by management, including location, number of units and unit mix or
square footage, age, and amenities; (iv) reviewed summary historical operating
statements for your partnership's property for 1996, 1997 and 1998; (v) reviewed
operating budgets for your partnership's property for 1998, as prepared by your
partnership; (vi) reviewed information prepared by management relating to any
debt encumbering your partnership's property; (vii) reviewed information
regarding market rental rates and conditions for similar properties in the
general market area of your partnership's property and other information
relating to acquisition criteria for similar properties; (viii) reviewed
internal financial analyses and forecasts prepared by your partnership of the
estimated current net liquidation value of your partnership; (ix) reviewed
information provided by AIMCO concerning the AIMCO Operating Partnership, the
Common OP Units and the Preferred OP Units; and (x) conducted other studies,
analysis and inquiries as Stanger deemed appropriate.

A summary of the operating budgets per property for the year ended December
31, 1998, which was supplied by your partnership to Stanger, is as follows:

FISCAL 1998 OPERATING BUDGETS

<S> <C>
Total Revenues.............................................. $ 3,025,950
Operating Expenses.......................................... (1,349,870)
Replacement Reserves -- Net................................. (282,042)
Debt Service................................................ (1,168,429)
Capital Expenditures........................................ (66,800)
-----------
Net Cash Flow..................................... $ 158,809
===========
</TABLE>

The above budgets at the time they were made were forward-looking
information developed by the general partner of your partnership. Therefore, the
budgets were dependent upon future events with respect to the ability of your
partnership to meet such budget. The budgets incorporated various assumptions
including, but not limited to, lease revenue (including occupancy rates),
various operating expenses, general and administrative expenses, depreciation
expenses, capital expenditures, and working capital levels. While we deemed such
budgets to be reasonable and valid at the date made, there is no assurance that
the assumed facts will be validated or that the circumstances will actually
occur. Any estimate of the future performance of a business, such as your
partnership's business, is forward-looking and based on assumptions some of
which inevitably will prove to be incorrect.

The budget amounts provided above are figures that were not computed in
accordance with GAAP. In particular, items that are categorized as capital
expenditures for purposes of preparing the operating budget are often
re-categorized as expenses when the financial statements are audited and
presented in accordance with GAAP. Therefore, the summary operating budget
presented for fiscal 1998 should not necessarily be considered as indicative of
what the audited operating results for fiscal 1998 will be. For the year ended
December 31, 1998, the partnership expects to report revenues of $2,905,263,
operating expenses of $1,193,975 and replacement reserves and capital
expenditures of $320,915. Based on these estimates, the partnership's net cash
flow before debt service, which we believe provides a better indication of the
partnership's actual operating performance than net cash flow, was greater than
the budgeted amounts.

In addition, Stanger discussed with management of your partnership and
AIMCO the market conditions for the property, conditions in the market for
sales/acquisitions of properties similar to that owned by your

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<PAGE> 47

partnership, historical, current and projected operations and performance of
your partnership's property and your partnership, the physical condition of your
partnership's property including any deferred maintenance, and other factors
influencing value of your partnership's property and your partnership. Stanger
also performed site inspections of your partnership's property, reviewed local
real estate market conditions, and discussed with property management personnel
conditions in local apartment rental markets and market conditions for sales and
acquisitions of properties similar to your partnership's property.

SUMMARY OF REVIEWS

The following is a summary of the material reviews conducted by Stanger in
connection with and in support of its Fairness Opinion. The summary of the
opinion and reviews of Stanger set forth in this Prospectus Supplement is
qualified in its entirety by reference to the full text of such opinion.

Property Evaluation. In preparing its Fairness Opinion, Stanger performed a
site inspection of your partnership's property during the third quarter of 1998.
In the course of the site visit, the physical facilities of your partnership's
property were observed, current rental and occupancy information was obtained,
current local market conditions were reviewed, similar competing properties were
identified, and local property management personnel were interviewed concerning
your partnership's property and local market conditions. Stanger also reviewed
and relied upon information provided by your partnership and AIMCO, including,
but not limited to, financial schedules of historical and current rental rates,
occupancies, income, expenses, reserve requirements, cash flow and related
financial information; property descriptive information including unit mix or
square footage; and information relating to the condition of the property,
including any deferred maintenance, capital budgets, status of ongoing or newly
planned property additions, reconfigurations, improvements and other factors
affecting the physical condition of the property improvements.

Stanger also reviewed historical operating statements for your
partnership's property for 1996, 1997, and for the nine month period ending
September 30, 1998, the operating budget for 1998, as prepared by your
partnership, and discussed with management the current and anticipated operating
results of your partnership's property.

In addition, Stanger interviewed management personnel of your partnership
and AIMCO. Such interviews included discussions of conditions in the local
market, economic and development trends affecting your partnership's property,
historical and budgeted operating revenues and expenses and occupancies and the
physical condition of your partnership's property (including any deferred
maintenance and other factors affecting the physical condition of the
improvements), projected capital expenditures and building improvements, the
terms of existing debt, encumbering your partnership's property, and
expectations of management regarding operating results of your partnership's
property.

Stanger also reviewed the acquisition criteria used by owners and investors
in the type of real estate owned by your partnership, utilizing available
published information and information derived from interviews conducted by
Stanger with various real estate owners and investors.

Review of Partnership Liquidation Analysis. Stanger reviewed the
liquidation value calculation prepared by the management of your partnership.
Stanger observed that such liquidation value was based upon the gross property
valuation estimate prepared by management, which in turn is based upon fiscal
year 1997 property income capitalized at a capitalization rate of 10.63%.
Stanger further observed that the gross property valuation was adjusted for the
following additional items to achieve the liquidation value of your partnership:
(i) cash, other assets, mortgage indebtedness and other liabilities determined
as of December 31, 1997; (ii) estimated closing costs equal to approximately
2.5% of gross real estate value; (iii) extraordinary capital expenditure
estimates in the amount of $730,932; and (iv) a real estate advisory fee equal
to 3.75% of real estate value. Stanger observed that your partnership
liquidation value of $1,478,787 was divided by the total units outstanding of 98
to provide the liquidation value per unit of $15,090.

Review of Partnership Going Concern Analysis. Stanger reviewed the going
concern value calculation prepared by management of your partnership. Stanger
observed that such going concern value was based upon the discounted present
value of projected cash flows from the partnership over a ten-year period of

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<PAGE> 48

operation which is a standard period for going concern analysis for real
property assets. Such discounted cash flows were based upon year one property
income from the real estate portfolio of $1,493,000 escalated at 3% per annum
for the ten-year projection period. Property income was reduced by: (i)
partnership administrative expenses of $98,000 per annum; and (ii) debt service
on existing debt through maturity or the end of ten years, whichever occurs
first. For debt which matures during the ten-year period, a refinancing at a 7%
interest rate was assumed. At the end of the ten-year projection period, the
properties were assumed to be sold based upon: (i) property income for the
immediately following year capitalized at a capitalization rate of 11.13%; (ii)
expenses of sale estimated at 3% of property value and (iii) a real estate
advisory fee equal to 3.75% of real estate value. Stanger observed that the
proceeds of sale were reduced by the estimated debt balance at the end of the
tenth year to provide net proceeds from the sale of your partnership's property.

The resulting cash flows for the ten-year period were discounted to present
value at a discount rate of 30%. Stanger observed that such discount rate was
based upon the portfolio real estate discount rate of 13%, adjusted for leverage
risk and illiquidity risk. Stanger observed that the resulting partnership going
concern value was divided by units outstanding of 98 to achieve management's
estimate of going concern value of $13,597 per unit.

Review of Secondary Market Prices. Stanger maintains a database of
secondary market information. Stanger observed for its data that no units were
reported traded in the secondary market during 1998.

Comparison of Offer Price to Liquidation Value, Going Concern Value and
Secondary Market Price. Stanger observed that the offer price of $15,090 per
unit is equal to management's estimate of liquidation value, and reflects an 11%
premium to management's estimate of going concern value of $13,597 . Stanger
further observed that investors may select cash, Common OP Units or Preferred OP
Units in exchange for their partnership units or they may elect to continue to
hold their partnership units. Stanger further observed that the Common OP Units
will be priced at $37.625 per unit, an amount which equals the average of the
closing prices for the common shares into which such Common OP Units are
convertible for the 30-trading day period ended March 23, 1999. Furthermore,
Stanger observed that the Preferred OP Units to be issued in the transaction
will be based upon the liquidation preference of $25. Stanger noted that the
Preferred OP Units are redeemable for, at AIMCO's option, either: (i) $25 in
cash per Preferred OP Unit; (ii) common stock of AIMCO based upon a ten-day
average price at the time of the requested redemption; or (iii) preferred stock
of AIMCO with a value equal to $25. Stanger observed that the ten-day average
price of the AIMCO common stock is $36.425, as of March 23, 1999 and therefore
an investor receiving AIMCO common shares in redemption of the Preferred OP
Units would receive 0.6863 shares with a value approximating $25 for each $25
Preferred OP Unit redeemed, based upon AIMCO's average common share price as of
March 23, 1999. Stanger noted that commencing in the third year, investors
redeeming Preferred OP Units may receive from AIMCO Preferred Stock with a
dividend equal to the distribution on the AIMCO Preferred OP Units. Stanger
observed that the distribution on the Preferred OP Units is set at 8% of $25 and
that the average dividend yield on AIMCO's outstanding C, D, G and H Preferred
Shares approximates 10.1% as of March 23, 1999. Stanger noted that, based upon
the cash dividend yield on the AIMCO Preferred Shares identified above as of
March 23, 1999, investors would receive Preferred Shares with a value of
approximately $19.80 for each $25 Preferred OP Unit if such redemption occurred
after the second year following the closing of the transaction. Stanger further
observed that the above analysis does not take into consideration the present
value of the earnings on the tax deferral an investor may realize as the result
of selecting Preferred OP Units in lieu of cash in a taxable transaction.

In addition to the above analysis, Stanger prepared an independent estimate
of net asset value, going concern value and liquidation value per unit. Stanger
has advised AIMCO that Stanger's estimates of net asset value, liquidation value
and going concern value are based upon Stanger's independent estimate of
property income, direct capitalization rate of 10.5%, transaction costs of 2.5%
to 5.0%, a realty advisory fee equal to 3.75% of asset value, growth rates of 3%
and terminal capitalization rate of 11%. Stanger has advised us that the direct
capitalization rate represents Stanger's estimate of the capitalization rate
applicable to its estimate of property income, and is based upon Stanger's
independent estimate of the direct capitalization rate for such property based
upon such property's age, condition and location. Stanger further advised us
that the terminal capitalization rate is the capitalization rate utilized in
Stanger's going concern value estimate which
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<PAGE> 49

is applied to Stanger's estimate of property income in the eleventh year to
establish the value of the property at the end of the tenth year. Stanger has
advised us that Stanger estimated the terminal capitalization rate at a 50 basis
point premium to the direct capitalization rate estimate for the property.
Stanger utilized deferred maintenance estimates derived from the Adjusters
International, Inc. reports in the calculation of net asset value, liquidation
value and going concern value. Stanger advised us that Stanger adjusted its
estimate of net asset value and liquidation value for the cost of above market
debt using a 7% interest rate. With respect to the going concern value estimate
prepared by Stanger, Stanger advised AIMCO that a ten-year projection period and
a discount rate of 30% was utilized. Such discount rate reflects the risk
associated with real estate, leverage and a limited partnership investment. The
30% discount rate was based upon the property's estimated internal rate of
return of the portfolio derived from the discounted cash flow analysis, (13.15%
as described above), plus a premium reflecting the additional risk associated
with mortgage debt equal to more than 70% of property value. Stanger's estimates
were based in part upon information provided by us. Stanger relied upon the
deferred maintenance estimates, property descriptions, unit configurations,
allocation among partners, and other data provided by us. Stanger's analyses
were based on balance sheet data as of September 30, 1998. Stanger's review also
included a site visit, review of rental rates and occupancy at the properties as
well as competing properties. Stanger's estimate of net asset value, going
concern value and liquidation value per unit were $14,905, $16,272, and $11,259
representing premiums (discounts) to the offer price of (1.2%), 7.8% and
(25.4)%. See "Fairness of the Offer -- Comparison of Consideration to
Alternative Consideration."

CONCLUSIONS

Stanger concluded, based upon its analysis of the foregoing and the
assumptions, qualifications and limitations stated below, as of the date of the
Fairness Opinion, that the offer consideration to be paid for the units in
connection with the offer is fair to the unitholders from a financial point of
view. Stanger has rendered similar fairness opinions with regard to certain
other exchange offers being made by the AIMCO Operating Partnership. Stanger
rendered the opinions only as to the individual fairness of the offer
consideration in each proposed exchange offer. The Fairness Opinion does not
address the fairness of all possible acquisitions of interests in your
partnership. In addition, the Fairness Opinion will not be revised to reflect
the actual participation in the offer.

ASSUMPTIONS, LIMITATIONS AND QUALIFICATIONS

In rendering the Fairness Opinion, Stanger relied upon and assumed, without
independent verification, the accuracy and completeness of all financial
information and data, and all other reports and information contained in this
Prospectus Supplement or that were provided, made available, or otherwise
communicated to Stanger by your partnership, AIMCO, or the management of the
partnership's property. Stanger has not performed an independent appraisal,
engineering study or environmental study of the assets and liabilities of your
partnership. Stanger relied upon the representations of your partnership and
AIMCO concerning, among other things, any environmental liabilities, deferred
maintenance and estimated capital expenditure and replacement reserve
requirements, the determination and valuation of non-real estate assets and
liabilities of your partnership, the allocation of your partnership's net values
between your general partner (which is our subsidiary), special limited partner
and limited partners of your partnership, the terms and conditions of any debt
encumbering the partnership's property, and the transaction costs and fees
associated with a sale of the property. Stanger also relied upon the assurance
of your partnership, AIMCO, and the management of the partnership's property
that any financial statements, budgets, pro forma statements, projections,
capital expenditure estimates, debt, value estimates and other information
contained in this Prospectus Supplement or provided or communicated to Stanger
were reasonably prepared and adjusted on bases consistent with actual historical
experience, are consistent with the terms of your partnership's agreement of
limited partnership, and reflect the best currently available estimates and good
faith judgments; that no material changes have occurred in the value of the
partnership's property or other balance sheet assets and liabilities or other
information reviewed between the date of such information provided and the date
of the Fairness Opinion; that your partnership, AIMCO, and the management of the
partnership's property are not aware of any information or facts that would
cause the information supplied to Stanger to be incomplete or

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<PAGE> 50

misleading; that the highest and best use of the partnership's property is as
improved; and that all calculations were made in accordance with the terms of
your partnership's agreement of limited partnership.

Stanger was not requested to, and therefore did not: (i) select the offer
consideration or the method of determining the offer consideration; (ii) make
any recommendation to your partnership or its partners with respect to whether
to accept or reject the proposed offer or whether to accept the cash, Preferred
OP Units or Common OP Units if the offer is accepted; (iii) solicit any third
party indications of interest in acquiring the assets of your partnership or all
or any part of your partnership; or (iv) express any opinion as to (a) the tax
consequences of the offer to unitholders, (b) the terms of your partnership's
agreement of limited partnership or the terms of any agreements or contracts
between your partnership or AIMCO; (c) AIMCO's or the general partner's business
decision to effect the offer, or alternatives to the offer, (d) the amount or
allocation of expenses relating to the offer between AIMCO and your partnership
or tendering unitholders; (e) the relative value of the cash, Preferred OP Units
or Common OP Units to be issued in connection with the offer; and (f) any
adjustments made to determine the offer consideration and the net amounts
distributable to the unitholders, including but not limited to, balance sheet
adjustments to reflect your partnership's estimate of the value of current net
working capital balances, reserve accounts, and liabilities, and adjustments to
the offer consideration for distributions made by your partnership subsequent to
the date of the offer.

Stanger is not expressing any opinions as to the fairness of any terms of
the offer other than the offer consideration for the units, nor did Stanger
address the fairness of all possible acquisitions of interests in the
partnership. The opinion will not be revised to reflect the actual results of
the offer. Stanger's opinion is based on business, economic, real estate and
capital market, and other conditions as of the date of its analysis and
addresses the offer in the context of information available as of the date of
its analysis. Events occurring after such date and before the closing of the
proposed offer could affect the partnership's property or the assumptions used
in preparing the Fairness Opinion. Stanger has no obligation to update the
Fairness Opinion on the basis of subsequent events.

In connection with preparing the Fairness Opinion, Stanger was not engaged
to, and consequently did not, prepare any written or oral report or compendium
of its analysis for internal or external use beyond the report set forth in
Appendix A.

COMPENSATION AND MATERIAL RELATIONSHIPS

Stanger has been retained by AIMCO to provide fairness opinions with
respect to your partnership and other partnerships which are or will be the
subject of similar offers. Stanger will be paid a fee by AIMCO of $9,000 with
respect to your partnership. The estimated aggregate fee payable to Stanger in
connection with all affiliated partnerships is estimated at $1,510,000, plus
out-of-pocket expenses estimated at $61,000. In addition, Stanger is entitled to
reimbursement for reasonable legal, travel and out-of-pocket expenses incurred
in making the site visits and preparing the Fairness Opinion, and is entitled to
indemnification against certain liabilities, including certain liabilities under
Federal securities laws. No portion of Stanger's fee is contingent upon
consummation of the offer or the content of Stanger's opinion. Stanger was
engaged by AIMCO during 1997 to represent AIMCO in negotiations to acquire
interests in a real estate limited partnership. Such transaction was never
consummated and no fee was ever paid to Stanger in connection with such proposed
transaction. AIMCO and its affiliates may retain the services of Stanger in the
future. Any such future services could relate to this offer, some or all of the
concurrent offers, or a completely separate transaction.

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<PAGE> 51

YOUR PARTNERSHIP

GENERAL

Four Quarters Habitat Apartments, Ltd., is a Florida limited partnership
which completed a private placement of units in 1983. Each unit was initially
sold at a price of $85,500. Insignia acquired the general partner of your
partnership in December 1993. AIMCO acquired Insignia in October 1998. There are
currently a total of 100 limited partners of your partnership and a total of 98
units of your partnership outstanding. Your partnership is in the business of
owning and managing residential housing. Currently, your partnership owns and
manages the property described below. Your partnership has no employees. Your
partnership's principal executive offices are located at 1873 South Bellaire
Street, 17th Floor, Denver, Colorado 80222, and its telephone number at that
address is (303) 757-8101.

YOUR PARTNERSHIP AND ITS PROPERTY

Your partnership was formed on May 11, 1983 for the purpose of owning an
apartment property located in Miami, Florida, known as "Four Quarters Habitat."
Your partnership's property is owned by the partnership but is subject to a
mortgage. The property consists of 336 apartment units. There are 80 one-
bedroom apartments, 256 two-bedroom apartments. Your partnership's property had
an average occupancy rate of approximately 93.32% in 1998, 95.54% in 1997 and
95.54% in 1996.

Your partnership's property provides residents with a number of amenities
and services, such as 24-hour desk service, exercise room and/or sauna, and
party or meeting rooms. Nearly all apartment units are wired for cable
television, and many apartment units also offer one or more additional features,
such as washer/ dryer, microwave, fireplace, and patio/balcony.

Presently, there are no plans for any major renovations or improvements for
the property. Budgeted renovations for 1999 total $730,932 and are intended to
be paid for out of cash flow or borrowings. Renovation items include roofing,
electrical, siding trim facia, exterior painting, sidewalks, drives and parking
lots, exterior lighting, landscape and irrigation, drainage, termite treatment,
and pool resurfacing.

Set forth below are the average rents for the apartments for the last five
years:

The apartments are being depreciated for federal income tax purposes using
the accelerated cost recovery method. Depreciation is computed principally by
the straight-line and accelerated methods over estimated lives of 3 to 40 years.

Currently, the real estate taxes on the property are $90,202 of $14,784,000
of assessed valuation with a current yearly tax rate of 2.3479%. When the
proposed improvements are made it is anticipated that the yearly tax rate may
increase by approximately 2.3949% of such improvements.

PROPERTY MANAGEMENT

Your partnership's property is managed by an entity which is a wholly owned
subsidiary of AIMCO. Pursuant to the management agreement between the property
manager and your partnership, the property manager operates your partnership's
property, establishes rental policies and rates and directs marketing
activities. The property manager also is responsible for maintenance, the
purchase of equipment and supplies, and the selection and engagement of all
vendors, suppliers and independent contractors.

INVESTMENT OBJECTIVES AND POLICIES; SALE OR FINANCING OF INVESTMENTS

Under your partnership's agreement of limited partnership, your partnership
is not permitted to raise new equity and reinvest cash in new properties.
Consequently, your partnership is limited in its ability to expand its
investment portfolio. Your partnership will terminate on December 31, 2030
unless earlier dissolved. Your

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<PAGE> 52

partnership has no present intention to liquidate, sell, finance or refinance
your partnership's property within any specified time period.

Generally, your partnership is authorized to acquire, develop, improve, own
and operate your partnership's property as an investment and for income
producing purposes. The investment portfolio of your partnership is limited to
the assets acquired with the initial equity raised through the sale of units to
the limited partners of your partnership or the assets initially contributed to
your partnership by the limited partners, as well as the debt financing obtained
by your partnership within the established borrowing restrictions.

An investment in your partnership is a finite life investment, with the
partners to receive regular cash distributions out of your partnership's
distributable cash flow, if available, and to receive cash distributions upon
liquidation of your partnership's real estate investments, if available.

In general, your general partner (which is our subsidiary) regularly
evaluates the partnership's property by considering various factors, such as the
partnership's financial position and real estate and capital markets conditions.
The general partner monitors the property's specific locale and sub-market
conditions (including stability of the surrounding neighborhood) evaluating
current trends, competition, new construction and economic changes. The general
partner oversees each asset's operating performance and continuously evaluates
the physical improvement requirements. In addition, the financing structure for
each property (including any prepayment penalties), tax implications,
availability of attractive mortgage financing to a purchaser, and the investment
climate are all considered. Any of these factors, and possibly others, could
potentially contribute to any decision by the general partner to sell,
refinance, upgrade with capital improvements or hold a particular partnership
property. If rental market conditions improve, the level of distributions might
increase over time. It is possible that the private resale market for properties
could improve over time, making a sale of the partnership's property in a
private transaction at some point in the future a more viable option than it is
currently. After taking into account the foregoing considerations, your general
partner is not currently seeking a sale of your partnership's property primarily
because it expects the property's operating performance to remain strong in the
near term. In making this assessment, your general partner noted that occupancy
and rental rates at the property were 93% and $699, respectively, at December
31, 1998, compared to 95% and $704, respectively, at December 31, 1997. Although
there can be no assurance as to the future performance, the general partner
expects occupancy to remain strong in the near future. In addition, the general
partner noted that it expects to spend approximately $730,932 for capital
replacements and improvements at the property in 1999 to update and improve the
property's roofing, siding, paving, lighting, and appearance. These expenditures
are expected to improve the desirability of the property to tenants. The general
partner does not believe that a sale of the property at the present time would
adequately reflect the property's future prospects. Another significant factor
considered by your general partner is the likely tax consequences of a sale of
the property for cash. Such a transaction would likely result in tax liabilities
for many limited partners. The general partner has not received any recent
indication of interest or offer to purchase the property.

CAPITAL REPLACEMENT

Your partnership has an ongoing program of capital improvements,
replacements and renovations, including roof replacements, kitchen and bath
renovations, balcony repairs (where applicable), replacement of various building
systems and other replacements and renovations in the ordinary course of
business. All capital improvement and renovation costs are expected to be paid
from operating cash flows, cash reserves, or from short-term or long-term
borrowings. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations of Your Partnership."

BORROWING POLICIES

Your partnership's agreement of limited partnership allows your partnership
to incur debt. As of December 31, 1998, your partnership had a current mortgage
note outstanding of $10,593,171, payable to LP Commercial Conduct Mfg. Trust,
which bears interest at a rate of 9.84%. The mortgage debt is due on

S-49
<PAGE> 53

October, 2001. Your partnership also has a second mortgage note outstanding of
$350,000, on the same terms as the current mortgage note. Your partnership's
agreement of limited partnership also allows the general partner of your
partnership to lend funds to your partnership. As of December 31, 1998, your
general partner had outstanding loans to your partnership.

COMPETITION

There are other residential properties within the market area of your
partnership's property. The number and quality of competitive properties in such
an area could have a material effect on the rental market for the apartments at
your partnership's property and the rents that may be charged for such
apartments. While we are a significant factor in the United States in the
apartment industry, competition for apartments is local.

LEGAL PROCEEDINGS

Your partnership is party to a variety of legal proceedings related to its
ownership of the partnership's property and management and leasing business,
respectively, arising in the ordinary course of the business, which are not
expected to have a material adverse effect on your partnership.

HISTORY OF THE PARTNERSHIP

Your partnership sold $8,550,000 of limited partnership units in 1983 for
$85,500 per unit. Your partnership currently owns one apartment property.

Your partnership used the funds raised to purchase its property and it has
expended the funds so raised many years ago. Your partnership currently owns the
property described herein, which is subject to a substantial mortgage. Your
general partner (which is our subsidiary) has not experienced any material
adverse financial developments from January 1, 1997 through the present.

Under your partnership's agreement of limited partnership, the term of the
partnership will continue until December, 2030, unless sooner terminated as
provided in the agreement or by law. Limited partners could, as an alternative
to tendering their units, take a variety of possible actions, including voting
to liquidate the partnership or amending the agreement of limited partnership to
authorize limited partners to cause the partnership to merge with another entity
or engage in a "roll-up" or similar transaction.

FIDUCIARY RESPONSIBILITY OF THE GENERAL PARTNER OF YOUR PARTNERSHIP

Under applicable law, your general partner (which is our subsidiary) is
accountable to your partnership as a fiduciary. Under your partnership's
agreement of limited partnership, the general partners of your partnership are
not liable to your partnership or any limited partner for loss or damage that
may be caused by any acts performed or any failure to act by any of them if such
acts were done in good faith and in accordance with sound business practices and
in accordance with the terms of your partnership's agreement of limited
partnership. As a result, unitholders might have a more limited right of action
in certain circumstances than they would have in the absence of such a provision
in your partnership's agreement of limited partnership. The general partner of
your partnership is majority-owned by AIMCO. See "Conflicts of Interest."

The general partners and their affiliates are entitled to indemnification
by your partnership against any claim, loss, damage, liability, action or
expense sustained by it or them as a result of any act or omission done in good
faith and in accordance with sound business practices and in accordance with the
terms of your partnership's agreement of limited partnership, provided that such
acts do not constitute fraud, bad faith, breach of fiduciary duty, gross
negligence or intentional misconduct.

Your partnership's agreement of limited partnership does not limit the
amount or type of insurance your partnership may purchase to cover the liability
of the general partners of your partnership.

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<PAGE> 54

DISTRIBUTIONS AND TRANSFERS OF UNITS

Distributions

The original cost per unit was $85,500. From 1993 through 1998 your
partnership has paid no distributions.

Transfers

The units are not listed on any national securities exchange or quoted on
the NASDAQ System, the Electronic Bulletin Board or the "pink sheets," and there
is no established public trading market for the units. Secondary sales activity
for the units has been limited and sporadic. The general partner of your
partnership monitors transfers of the units (a) because the admission of the
transferee as a substitute limited partner in your partnership require the
consent of the general partner of your partnership under your partnership's
agreement of limited partnership, and (b) in order to track compliance with safe
harbor provisions to avoid treatment as a "publicly traded partnership" for tax
purposes. However, the general partner of your partnership does not monitor or
regularly receive or maintain information regarding the prices at which
secondary sale transactions in the units have been effectuated. The general
partner of your partnership estimates, based solely on the transfer records of
your partnership (or your partnership's transfer agent), that the number of
units transferred in privately negotiated transactions or in transactions
believed to be between related parties, family members or the same beneficial
owner was as follows:

<TABLE>
<CAPTION>
NUMBER UNITS % OF TOTAL NUMBER
YEAR TRANSFERRED UNITS TRANSACTIONS
- ---- ------------ ---------- ------------
<S> <C> <C> <C>
1995.............................................. 0 0 0
1996.............................................. 0 0 0
1997.............................................. 0.5 0.51020% 1
1998.............................................. 0 0 0
</TABLE>

BENEFICIAL OWNERSHIP OF INTERESTS IN YOUR PARTNERSHIP

Through subsidiaries, AIMCO currently owns, in the aggregate, approximately
a 2.00% interest in your partnership. Except as set forth above, neither the
AIMCO Operating Partnership, nor, to the best of its knowledge, any of its
affiliates, (i) beneficially own or have a right to acquire any units, (ii) have
effected any transactions in the units in the past two years, or (iii) have any
contract, arrangement, understanding or relationship with any other person with
respect to any securities of your partnership, including, but not limited to,
contracts, arrangements, understandings or relationships concerning transfer or
voting thereof, joint ventures, loan or option arrangements, puts or calls,
guarantees of loans, guarantees against loss or the giving or withholding of
proxies.

COMPENSATION PAID TO THE GENERAL PARTNER AND ITS AFFILIATES

The following table shows, for each of the years indicated, compensation
paid to your general partner and its affiliates on a historical basis, and on a
pro forma basis assuming that all of the units sought in our offer had been
acquired at the beginning of each period:

<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
--------------------------------------------------- ---------------------------------------------------
PARTNERSHIP PROPERTY PARTNERSHIP PROPERTY
FEES AND MANAGEMENT FEES AND MANAGEMENT
YEAR EXPENSES FEES DISTRIBUTIONS TOTAL EXPENSES FEES DISTRIBUTIONS TOTAL
---- ----------- ---------- ------------- -------- ----------- ---------- ------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1996................. $40,143 $ 57,825 0 $ 98,238 $40,143 $ 57,825 0 $ 98,238
1997................. $40,872 $ 57,535 0 98,407 40,872 57,535 0 98,407
1998................. $43,107 $118,437 0 161,544 43,107 118,437 0 161,544
</TABLE>

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<PAGE> 55

SELECTED FINANCIAL INFORMATION
OF YOUR PARTNERSHIP

Set forth on page F-1 of this Prospectus Supplement is the Index to the
Financial Statements of Your Partnership. You are urged to read the Financial
Statements carefully before making any decision whether to tender your units in
the offer.

Below is selected financial information for Four Quarters Habitat Apartment
Associates taken from the financial statements described above. The amounts for
1995, 1994 and 1993 have been derived from financial information which are not
included in this Prospectus Supplement. See "Index to Financial Statements."

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
----------------------- ------------------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ---------- -------- ----------
(IN THOUSANDS, EXCEPT PER UNIT DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Cash and Cash Equivalents.............. $ 223 $ 130 $ 145 $ 185 $ 285 $ 405 $ 148
Land & Building........................ 19,646 19,445 19,445 19,171 18,937 18,307 18,307
Accumulated Depreciation............... (10,950) (10,274) (10,443) (9,767) (9,111) (8,473) (7,857)
Other Assets........................... 933 1,045 801 853 945 1,349 1,668
---------- ---------- ---------- ---------- ---------- -------- ----------
Total Assets................... $ 9,852 $ 10,346 $ 9,948 $ 10,442 $ 11,056 $ 11,588 $ 12,266
========== ========== ========== ========== ========== ======== ==========
Notes Payable.......................... $ 10,615 $ 10,699 $ 10,678 $ 10,756 $ 10,826 $ 10,890 $ 9,832
Other Liabilities...................... 943 1,013 743 698 728 862 2,507
---------- ---------- ---------- ---------- ---------- -------- ----------
Total Liabilities.............. $ 11,558 $ 11,712 $ 11,421 $ 11,454 $ 11,554 $ 11,752 $ 12,339
---------- ---------- ---------- ---------- ---------- -------- ----------
Partners Deficit............... $ (1,706) $ (1,366) $ (1,473) $ (1,012) $ (498) $ (164) $ (73)
========== ========== ========== ========== ========== ======== ==========
</TABLE>

<TABLE>
<CAPTION>
FOR THE NINE MONTHS
ENDED FOR THE YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
----------------------- ------------------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ---------- -------- ----------
(IN THOUSANDS, EXCEPT PER UNIT DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Rental Revenue......................... $ 2,106 $ 2,054 $ 2,840 $ 2,828 $ 2,778 $ 2,720 $ 1,493
Other Income........................... 71 61 80 75 90 325 146
---------- ---------- ---------- ---------- ---------- -------- ----------
Total Revenue.................. $ 2,177 $ 2,115 $ 2,920 $ 2,903 $ 2,868 $ 3,045 $ 1,639
---------- ---------- ---------- ---------- ---------- -------- ----------
Operating Expenses..................... $ 685 $ 738 $ 1,116 $ 1,143 $ 937 $ 969 $ 624
General & Administrative............... 79 80 106 104 99 95 102
Depreciation........................... 507 507 676 656 638 616 615
Interest Expense....................... 872 879 1,143 1,177 1,191 1,129 641
Property Taxes......................... 267 265 340 337 337 327 89
---------- ---------- ---------- ---------- ---------- -------- ----------
Total Expenses................. $ 2,410 $ 2,469 $ 3,381 $ 3,417 $ 3,202 $ 3,136 $ 2,071
---------- ---------- ---------- ---------- ---------- -------- ----------
Net income before extraordinary
items................................ $ (233) $ (354) $ (461) $ (514) $ (334) $ (91) $ (432)
Extraordinary Items.................... -- -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- -------- ----------
Net Loss).............................. $ (233) $ (354) $ (461) $ (514) $ (334) $ (91) $ (432)
========== ========== ========== ========== ========== ======== ==========
Net Income per limited partnership
unit................................. $(2,326.53) $(3,540.82) $(4,612.24) $(5,142.86) $(3,336.73) $(908.16) $ 4,316.33)
========== ========== ========== ========== ========== ======== ==========
Distributions per limited partnership
unit................................. $ -- $ -- $ -- $ -- $ -- $ -- $ --
========== ========== ========== ========== ========== ======== ==========
</TABLE>

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<PAGE> 56

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OF YOUR PARTNERSHIP

OVERVIEW

The following discussion and analysis of the results of operations and
financial condition of Your Partnership should be read in conjunction with the
financial statements of Your Partnership included herein.

RESULTS OF OPERATIONS

Comparison of the Nine Months Ended September 30, 1998 to the Nine Months Ended
September 30, 1997

NET INCOME

Your Partnership incurred a net loss of $233,000 for the nine months ended
September 30, 1998, compared to $354,000 for the nine months ended September 30,
1997. The decrease in net loss of $121,000 was primarily the result of an
increase in revenues, coupled with a decrease in operating expenses. These
factors are discussed in more detail in the following paragraphs.

REVENUES

Rental and other property revenues from the Partnership Property totaled
$2,177,000 for the nine months ended September 30, 1998, compared to $2,115,000
for the nine months ended September 30, 1997, an increase of $62,000, or 2.93%.
The Partnership increased average rental rates by an average of 3.6%. However,
this was offset by a slight decrease in occupancy of 2.0% to 93.32%. There was
also slight increases in late charges and deposit forfeitures.

EXPENSES

Partnership Property operating expenses, consisting of utilities (net of
reimbursements received from tenants), contract services, turnover costs,
repairs and maintenance, advertising and marketing, and insurance totaled
$685,000 for the nine months ended September 30, 1998, compared to $738,000 for
the nine months ended September 30, 1997, an increase of $53,000, or 7.18%. This
decrease is due to exterior painting projects and parking lot repairs incurred
during 1997 with no corresponding projects performed during the current year.
Partnership Property management expenses totaled $88,000 for the nine months
ended September 30, 1998, compared to $86,000 for the nine months ended
September 30, 1997, an increase of $2,000, or 2.33%. General and administrative
expenses, depreciation, interest and property taxes for the nine months ended
September 30, 1998 were comparable to those expenses incurred during the
corresponding period for 1997.

As part of the ongoing business plan of Your Partnership, the General
Partner monitors the rental market environment of Your Partnership's investment
property to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting Your Partnership from increases in
expenses. As part of this plan, the General Partner attempts to protect Your
Partnership from the burden of inflation-related increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due to
changing market conditions, which can result in the use of rental concessions
and rental reductions to offset softening market conditions, there is no
guarantee that the General Partner will be able to sustain such a plan.

Comparison of the Year Ended December 31, 1997 to the Year Ended December 31,
1996

NET INCOME

Your Partnership incurred a net loss of $461,000 for the year ended
December 31, 1997, compared to a net loss of $514,000 for the year ended
December 31, 1996. The decrease in net loss of $53,000 was primarily the result
of a slight increase in revenues, coupled with a slight decrease in expenses.
These factors are discussed in more detail in the following paragraphs.

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<PAGE> 57

REVENUES

Rental and other property revenues from the partnership's property totaled
$2,920,000 for the year ended December 31, 1997, compared to $2,903,000 for the
year ended December 31, 1996, an increase of $17,000, or 0.59%. The Partnership
was able to raise rental rates an average of 2.4%; however, this was partially
offset by a 1.8% decrease in occupancy. The Partnership also experienced a
$29,000 increase in bad debts during 1997 due to an increase in delinquent
tenants and the move-out of tenants with outstanding past due rent.

EXPENSES

Operating expenses, consisting of utilities (net of reimbursements received
from tenants), contract services, turnover costs, repairs and maintenance,
advertising and marketing, and insurance totaled $1,116,000 for the year ended
December 31, 1997, compared to $1,143,000 for the year ended December 31, 1996,
a decrease of $27,000 or 2.36%. This decrease is due to lower maintenance
expenses as less expensive projects were undertaken at the property during 1997,
as compared to 1996. Management expenses totaled $115,000 for the year ended
December 31, 1997, compared to $116,000 for the year ended December 31, 1996, a
decrease of $1,000, or 0.86%.

DEPRECIATION EXPENSE

Depreciation expense increased $20,000 (3.05%) to $676,000 due primarily to
capitalized additions to the investment property during the year ended December
31, 1997.

INTEREST EXPENSE

Interest expense totaled $1,143,000 for the year ended December 31, 1997,
compared to $1,177,000 for the year ended December 31, 1996, a decrease of
$34,000, or 2.89%. The decrease is due to a lower outstanding balance on the
mortgage indebtedness due to principal payments made during 1997.

Comparison of the Year Ended December 31, 1996 to the Year Ended December 31,
1995

NET INCOME

Your Partnership incurred a net loss of $514,000 for the year ended
December 31, 1996, compared to a net loss of $334,000 for the year ended
December 31, 1995. The increase in net loss of $180,000 was primarily the result
of an increase in operating and other expenses, partially offset by a slight
increase in revenues. These factors are discussed in more detail in the
following paragraphs.

REVENUES

Rental and other property revenues from the partnership's property totaled
$2,903 ,000 for the year ended December 31, 1996, compared to $2,868,000 for the
year ended December 31, 1995, an increase of $35,000, or 1.22%. This increase is
due primarily to a 2.2% increase in rental rates, offset by a $12,000 decrease
in deposit forfeitures.

EXPENSES

Operating expenses, consisting of utilities (net of reimbursements received
from tenants), contract services, turnover costs, repairs and maintenance,
advertising and marketing, and insurance totaled $1,143,000 for the year ended
December 31,1996, compared to $937,000 for the year ended December 31, 1995, an
increase of $206,000 or 22%. This increase is due to extensive interior and
exterior maintenance projects undertaken at the property during 1996, with no
similar projects during 1995. Management expenses totaled $116,000 for the year
ended December 31, 1996, compared to $115,000 for the year ended December 31,
1995, an increase of $1,000, or 0.87%..

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<PAGE> 58

DEPRECIATION EXPENSE

Depreciation expense increased $18,000 (2.82%) to $656,000 due primarily to
capitalized additions to the investment property during the year ended December
31, 1996.

INTEREST EXPENSE

Interest expense totaled $1,177,000 for the year ended December 31, 1996,
compared to $1,191,000 for the year ended December 31, 1995, a decrease of
$14,000, or 1.18%. The decrease is due to a lower outstanding balance on the
mortgage indebtedness due to principal payments made during 1996.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 1998, Your Partnership had $223,000 in cash and cash
equivalents. Your Partnership's principal demands for liquidity include normal
operating activities, payments of principal and interest on outstanding debt,
capital improvements, and distributions paid to limited partners. At September
30, 1998, the outstanding balance on the mortgage indebtedness was $10,615,000.
The mortgage requires monthly payments of approximately $94,000 until October,
2001, at which time a balloon payment of approximately $10,300,000 will be due.
The note is collateralized by pledge of land and buildings and has a stated
interest rate of 9.84%. There are no commitments for material capital
expenditures as of September 1998. The sufficiency of existing liquid assets to
meet future liquidity and capital expenditure requirements is directly related
to the level of capital expenditures required at the property to adequately
maintain the physical assets and meet other operating needs of the partnership.
Such assets are currently thought to be sufficient for any near-term needs of
the partnership. Management believes that your partnership has adequate sources
of cash to finance its operations, both on a short-term and long-term basis.

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<PAGE> 59

THE OFFER

TERMS OF THE OFFER; EXPIRATION DATE

We are offering to acquire up to 25% of the outstanding 98 units of your
partnership (up to 24.5 units) for consideration per unit of (i) 603.75
Preferred OP Units, (ii) 401.25 Common OP Units, or (iii) $15,090 in cash. If
you tender units pursuant to our offer, you may choose to receive any of such
forms of consideration for your units or any combination of such forms of
consideration.

The purchase price per unit will automatically be reduced by the aggregate
amount of distributions per unit, if any, made by your partnership to you on or
after the commencement of our offer and prior to the date on which we acquire
your units pursuant to our offer.

Upon the terms and subject to the conditions of our offer set forth herein,
the AIMCO Operating Partnership will accept (and thereby purchase) units that
are validly tendered prior to the expiration of the offer and not withdrawn in
accordance with the procedures set forth in "-- Withdrawal Rights." Our offer
will expire at 5:00 p.m., New York City time, on June 4, 1999, unless the AIMCO
Operating Partnership in its sole discretion, extends the offer. See
"-- Extension of Tender Period; Termination; Amendment" for a description of the
AIMCO Operating Partnership's right to extend the period of time during which
the offer is open and to amend or terminate the offer.

If, prior to the expiration of the offer, the AIMCO Operating Partnership
increases the offer consideration, everyone whose units are accepted in the
offer will receive the increased consideration, regardless of whether their
units were tendered before or after the increase in the offer consideration.

The AIMCO Operating Partnership will, upon the terms and subject to the
conditions of the offer, accept for payment and pay for all units validly
tendered and not withdrawn prior to the expiration of our offer (subject to
proration as described below).

Our offer is conditioned on the satisfaction of certain conditions. Our
offer is not conditioned upon any minimum amount of units being tendered. See
"-- Conditions of the Offer," which sets forth in full the conditions of our
offer. The AIMCO Operating Partnership reserves the right (but is not
obligated), in its sole discretion, to waive any or all of those conditions. If,
on or prior to the expiration of the offer, any or all of the conditions have
not been satisfied or waived, the AIMCO Operating Partnership reserves the right
to (i) decline to purchase any of the units tendered, terminate the offer and
return all tendered units, (ii) waive all the unsatisfied conditions and
purchase all units validly tendered, (iii) extend the offer and, subject to the
right of unitholders to withdraw units until the expiration of the offer, retain
the units that have been tendered during the period or periods for which the
offer is extended, and (iv) amend the offer.

For administrative purposes, the transfer of units tendered pursuant to our
offer will be deemed to take effect as of January 1, 1999 (subject to proration
as described below), although you will be entitled to retain any distributions
you may have received after such date and prior to our commencement of this
offer.

This offer is being mailed to the persons shown by your partnership's
records to have been limited partners or, in the case of units owned of record
by IRAs and qualified plans, beneficial owners of units, as of March 26, 1999.

ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS

Upon the terms and subject to the conditions of the offer, the AIMCO
Operating Partnership will purchase by accepting for payment and will pay for
all units (subject to proration as described below) which are validly tendered
and not withdrawn prior to the expiration of the offer as promptly as
practicable following the expiration of the offer. A beneficial owner of units
whose units are owned of record by an individual retirement account or other
qualified plan will not receive direct payment of the offer consideration.
Instead, payment will be made to the custodian of such account or plan. In all
cases, payment for units purchased pursuant to the offer will be made only after
timely receipt by the Information Agent of a properly completed and duly
executed Letter of Transmittal and any other documents required by the Letter of
Transmittal. The

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<PAGE> 60

offer consideration shall be reduced by any interim distributions made by your
partnership between the commencement and the expiration of the offer. See
"-- Procedure for Tendering Units." UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID
ON THE OFFER PRICE BY REASON OF ANY DELAY IN MAKING SUCH PAYMENT.

For purposes of the offer, the AIMCO Operating Partnership will be deemed
to have accepted for payment pursuant to the offer, and thereby purchased,
validly tendered units if, as and when the AIMCO Operating Partnership gives
verbal or written notice to the Information Agent of its acceptance of those
units for payment pursuant to the offer. Payment for units accepted for payment
pursuant to the offer will be made through the Information Agent, which will act
as agent for tendering unitholders for the purpose of receiving cash payments
from the AIMCO Operating Partnership and transmitting cash payments to tendering
unitholders. OP Units will be issued directly by the AIMCO Operating Partnership
to those unitholders who elect to receive OP Units pursuant to the offer.

If any tendered units are not accepted for payment for any reason, the
Letter of Transmittal with respect to such units not purchased may be destroyed
by the AIMCO Operating Partnership or its agent. If for any reason, acceptance
for payment of, or payment for, any units tendered pursuant to the offer is
delayed or the AIMCO Operating Partnership is unable to accept for payment,
purchase or pay for units tendered pursuant to the offer, then, without
prejudice to the AIMCO Operating Partnership's rights under "-- Conditions of
the Offer," the Information Agent may, nevertheless, on behalf of the AIMCO
Operating Partnership retain tendered units. However, any tendered units may be
withdrawn at any time prior to our accepting them for payment. The AIMCO
Operating Partnership has an obligation under Rule 14e-1(c) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), to pay the offer
consideration in respect of units tendered or return those units promptly after
termination or withdrawal of the offer.

The AIMCO Operating Partnership reserves the right to transfer or assign,
in whole or in part, to one or more of its affiliates, the right to purchase
units tendered pursuant to the offer, but no such transfer or assignment will
relieve the AIMCO Operating Partnership of its obligations under the offer or
prejudice your right to receive payment for units validly tendered and accepted
for payment pursuant to the offer.

PROCEDURE FOR TENDERING UNITS

Valid Tender

To validly tender units pursuant to the offer, a properly completed and
duly executed Letter of Transmittal and any other documents required by such
Letter of Transmittal must be received by the Information Agent, at its address
set forth on the back cover of this Prospectus Supplement, on or prior to the
expiration of the offer. You may tender all or any portion of your units.

Signature Requirements

IF THE LETTER OF TRANSMITTAL IS SIGNED BY THE REGISTERED HOLDER OF THE
UNITS AND PAYMENT IS TO BE MADE DIRECTLY TO THAT HOLDER, THEN NO SIGNATURE
GUARANTEE IS REQUIRED ON THE LETTER OF TRANSMITTAL. Similarly, if the units are
tendered for the account of a member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc. or a
commercial bank, savings bank, credit union, savings and loan association or
trust company having an office, branch or agency in the United States (each an
"Eligible Institution"), no signature guarantee is required on the Letter of
Transmittal. However, in all other cases, all signatures on the Letter of
Transmittal must be guaranteed by an Eligible Institution.

In order to participate in the offer, you must validly tender and not
withdraw your units prior to the expiration of the offer.

THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING HOLDER OF UNITS, AND
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION
AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY
DELIVERY.

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Appointment as Proxy

By executing the Letter of Transmittal, you will irrevocably appoint the
AIMCO Operating Partnership and its designees as your proxies (in the manner set
forth in the Letter of Transmittal), each with full power of substitution, to
the fullest extent of your rights with respect to your units tendered and
accepted for payment by the AIMCO Operating Partnership. Each such proxy shall
be considered coupled with an interest in the tendered units. Such appointment
will be effective when, and only to the extent that, the AIMCO Operating
Partnership accepts the tendered units for payment. Upon such acceptance for
payment, all prior proxies given by you with respect to such units will, without
further action, be revoked, and no subsequent proxies may be given (and if given
will not be effective). The AIMCO Operating Partnership and the designees of the
AIMCO Operating Partnership will, as to those units, be empowered to exercise
all of your voting and other rights as they, in their sole discretion, may deem
proper at any meeting of unitholders, by written consent or otherwise. The AIMCO
Operating Partnership reserves the right to require that, in order for units to
be deemed validly tendered, immediately upon the AIMCO Operating Partnership's
acceptance for payment for the units, the AIMCO Operating Partnership must be
able to exercise full voting rights with respect to the units, including voting
at any meeting of unitholders then scheduled or acting by written consent
without a meeting. By executing the Letter of Transmittal, you agree to execute
all such documents and take such other actions as shall be reasonably required
to enable the units tendered to be voted in accordance with the directions of
the AIMCO Operating Partnership. The proxy and power of attorney granted to the
AIMCO Operating Partnership upon your execution of the Letter of Transmittal
will remain effective and be irrevocable for a period of ten years following the
termination of the offer.

Power of Attorney

By executing a Letter of Transmittal, you also irrevocably constitute and
appoint the AIMCO Operating Partnership and its managers and designees as your
attorneys-in-fact, each with full power of substitution, to the full extent of
your rights with respect to the units tendered by you and accepted for payment
by the AIMCO Operating Partnership. Such appointment will be effective when, and
only to the extent that, the AIMCO Operating Partnership pays for your units.
You agree not to exercise any rights pertaining to the tendered units without
the prior consent of the AIMCO Operating Partnership. Upon such payment, all
prior powers of attorney granted by you with respect to such units will, without
further action, be revoked, and no subsequent powers of attorney may be granted
(and if granted will not be effective). Pursuant to such appointment as
attorneys-in-fact, the AIMCO Operating Partnership and its managers and
designees each will have the power, among other things, (i) to transfer
ownership of such units on the partnership books maintained by your general
partner (which is our subsidiary) (and execute and deliver any accompanying
evidences of transfer and authenticity any of them may deem necessary or
appropriate in connection therewith), (ii) upon receipt by the Information Agent
of the offer consideration, to become a substituted limited partner, to receive
any and all distributions made by your partnership on or after the date on which
the AIMCO Operating Partnership acquires such units, and to receive all benefits
and otherwise exercise all rights of beneficial ownership of such units in
accordance with the terms of our offer, (iii) to execute and deliver to the
general partner of your partnership a change of address form instructing the
general partner to send any and all future distributions to which the AIMCO
Operating Partnership is entitled pursuant to the terms of the offer in respect
of tendered units to the address specified in such form, and (iv) to endorse any
check payable to you or upon your order representing a distribution to which the
AIMCO Operating Partnership is entitled pursuant to the terms of our offer, in
each case, in your name and on your behalf.

Assignment of Interest in Future Distributions and All Other Rights, Etc.

If you tender units, you will agree to irrevocably sell, assign, transfer,
convey and deliver to, or upon the order of, the AIMCO Operating Partnership,
all of your right, title and interest in and to such units tendered that are
accepted for payment pursuant to the offer, including, without limitation, (i)
all of your interest in the capital of your partnership, and interest in all
profits, losses and distributions of any kind to which you shall at any time be
entitled in respect of the units; (ii) all other payments, if any, due or to
become due to you in respect of the units, under or arising out of your
partnership's agreement of limited partnership, whether as

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contractual obligations, damages, insurance proceeds, condemnation awards or
otherwise; (iii) all of your claims, rights, powers, privileges, authority,
options, security interests, liens and remedies, if any, under or arising out of
your partnership's agreement of limited partnership or your ownership of the
units, including, without limitation, all voting rights, rights of first offer,
first refusal or similar rights, and rights to be substituted as a limited
partner of your partnership; and (iv) all of your present and future claims, if
any, against your partnership or your partners under or arising out of your
partnership's agreement of limited partnership for monies loaned or advanced,
for services rendered, for the management of your partnership or otherwise.

Election of Consideration

You may elect to receive Preferred OP Units, Common OP Units or cash
pursuant to our offer, by so indicating in the appropriate space on the Letter
of Transmittal. In the event that you tender units but do not indicate on the
Letter of Transmittal which type of consideration you want, the AIMCO Operating
Partnership will issue Preferred OP Units to you.

Determination of Validity; Rejection of Units; Waiver of Defects; No Obligation
to Give Notice of Defects

All questions as to the validity, form, eligibility (including time of
receipt) and acceptance for payment of any tender of units pursuant to the offer
will be determined by the AIMCO Operating Partnership, in its sole discretion,
which determination shall be final and binding on all parties. The AIMCO
Operating Partnership reserves the absolute right to reject any or all tenders
of any particular unit determined by it not to be in proper form or if the
acceptance of or payment for that unit may, in the opinion of the AIMCO
Operating Partnership's counsel, be unlawful. The AIMCO Operating Partnership
also reserves the absolute right to waive or amend any of the conditions of the
offer that it is legally permitted to waive as to the tender of any particular
unit and to waive any defect or irregularity in any tender with respect to any
particular unit. The AIMCO Operating Partnership's interpretation of the terms
and conditions of the offer (including the Letters of Transmittal) will be final
and binding on all parties. No tender of units will be deemed to have been
validly made unless and until all defects and irregularities have been cured or
waived. Neither the AIMCO Operating Partnership, the Information Agent nor any
other person will be under any duty to give notification of any defects or
irregularities in the tender of any units or will incur any liability for
failure to give any such notification.

Backup Federal Income Tax Withholding

To prevent the possible application of back-up Federal income tax
withholding of 31% with respect to payment of the offer consideration, you may
have to provide the AIMCO Operating Partnership with your correct taxpayer
identification number. See the instructions to the Letter of Transmittal.

FIRPTA Withholding

To prevent the withholding of Federal income tax in an amount equal to 10%
of the amount realized pursuant to the offer, you must certify under penalty of
perjury that you are not a foreign person. See the instructions to the Letter of
Transmittal and "Federal Income Tax Consequences."

Transfer Taxes

The amount of any transfer taxes (whether imposed on the registered holder
of units or any person) payable on account of the transfer to such person will
be deducted from the purchase price unless satisfactory evidence of the such
taxes or exemption therefrom is submitted.

Binding Agreement

If you tender units pursuant to any of the procedures described above, the
acceptance for payment of such units will constitute a binding agreement between
you and the AIMCO Operating Partnership on the terms set forth in this
Prospectus Supplement.
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WITHDRAWAL RIGHTS

Tenders of units pursuant to the offer may be withdrawn at any time prior
to our acceptance of such units for payment.

For withdrawal to be effective, a written notice of withdrawal must be
timely received by the Information Agent at its address set forth on the back
cover of this Prospectus Supplement. Any such notice of withdrawal must specify
the name of the person who tendered, the number of units to be withdrawn and the
name of the registered holder of such units, if different from the person who
tendered. In addition, the notice of withdrawal must be signed by the person(s)
who signed the Letter of Transmittal in the same manner as the Letter of
Transmittal was signed.

If purchase of, or payment for, units is delayed for any reason or if the
AIMCO Operating Partnership is unable to purchase or pay for units for any
reason, then, without prejudice to the AIMCO Operating Partnership's rights
under the offer, tendered units may be retained by the Information Agent and may
not be withdrawn, except to the extent that participants are entitled to
withdrawal rights as set forth herein; subject, however, to the AIMCO Operating
Partnership's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to
pay the offer consideration in respect of units tendered or return those units
promptly after termination or withdrawal of the offer.

Any units properly withdrawn will thereafter be deemed not to have been
validly tendered for purposes of the offer.

All questions as to the validity and form (including time of receipt) of
notices of withdrawal will be determined by the AIMCO Operating Partnership, in
its sole discretion, which determination shall be final and binding on all
parties. Neither the AIMCO Operating Partnership, the Information Agent nor any
other person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification.

EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT

The AIMCO Operating Partnership expressly reserves the right, in its sole
discretion, at any time and from time to time, (i) to extend the period of time
during which the offer is open and thereby delay acceptance for payment of, and
for, any units, (ii) to terminate the offer and not accept for payment any units
not theretofore accepted for payment or paid for if any of the conditions to the
offer are not satisfied or if any event occurs that might reasonably be expected
to result in a failure to satisfy such conditions, (iii) upon the occurrence of
any of the conditions specified in "-- Conditions of the Offer," to delay the
acceptance for payment of, or for, any units not already accepted for payment or
paid for and (iv) to amend the offer in any respect (including, without
limitation, increasing or decreasing the number of Preferred OP Units or Common
OP Units, or the amount of cash offered, eliminating any of the alternative
types of consideration being offered, or increasing or decreasing the percentage
of outstanding units being sought). Notice of any such extension, termination or
amendment will promptly be disseminated in a manner reasonably designed to
inform unitholders of such change. In the case of an extension of the offer, the
extension will be followed by a press release or public announcement which will
be issued no later than 7:00 a.m., Denver, Colorado time, on the next business
day after the scheduled expiration date of the offer, in accordance with Rule
14e-1(d) under the Exchange Act.

The offer may be extended or delayed indefinitely and no payment will be
made in respect of tendered units until the expiration of the offer and the
acceptance of units for payment. If the AIMCO Operating Partnership extends the
offer, or if the AIMCO Operating Partnership (whether before or after its
acceptance for payment of units) is delayed in its payment for units or is
unable to pay for units pursuant to the offer for any reason, then, without
prejudice to the AIMCO Operating Partnership's rights under the offer, the
Information Agent may retain tendered units and those units may not be withdrawn
except to the extent participants are entitled to withdrawal rights as described
in "-- Withdrawal Rights;" subject, however, to the AIMCO Operating
Partnership's obligation, pursuant to Rule 14e-1(c), under the Exchange Act, to
pay the

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offer consideration in respect of units tendered or return those units promptly
after termination or withdrawal of the offer.

If the AIMCO Operating Partnership makes a material change in the terms of
the offer, or if it waives a material condition to the offer, the AIMCO
Operating Partnership will extend the offer and disseminate additional tender
offer materials to the extent required by Rule 14e-1 under the Exchange Act. The
minimum period during which the offer must remain open following any material
change in the terms of the offer, other than a change in price or a change in
percentage of securities sought or a change in any dealer's soliciting fee, will
depend upon the facts and circumstances, including the materiality of the
change. With respect to a change in price or, subject to certain limitations, a
change in the percentage of securities sought or a change in any dealer's
soliciting fee, a minimum of ten business days from the date of such change is
generally required to allow for adequate dissemination to participants.
Accordingly, if prior to the expiration of the offer, the AIMCO Operating
Partnership increases (other than increases of not more than two percent of the
outstanding units) or decreases the number of units being sought, or increases
or decreases the consideration offered pursuant to the offer, and if the offer
is scheduled to expire at any time earlier than the tenth business day from the
date that notice of such increase or decrease is first published, sent or given
to unitholders, the offer will be extended at least until the expiration of such
ten business days. As used herein, "business day" means any day other than a
Saturday, Sunday or a Federal holiday, and consists of the time period from
12:01 a.m. through 12:00 midnight, Eastern time.

PRORATION

If the number of units properly tendered and not withdrawn prior to the
expiration of the offer does not exceed 25% of the outstanding units, the AIMCO
Operating Partnership, upon the terms and subject to the conditions of the
offer, will purchase all such units so tendered and not withdrawn.

If the number of units properly tendered and not withdrawn prior to the
expiration of the offer exceeds 25% of the outstanding units, the AIMCO
Operating Partnership, upon the terms and subject to the conditions of the
offer, will accept for purchase all units properly tendered and not withdrawn
prior to the expiration of the offer on a pro rata basis.

Following the expiration of the offer, the AIMCO Operating Partnership may
renew the offer one or more times on the same terms as described in this
Prospectus Supplement. If the number of units properly tendered and not
withdrawn prior to the expiration of any such renewal (together with units
previously purchased in the offer) is 25% or less, the AIMCO Operating
Partnership will purchase such units so tendered and not withdrawn. If the
number of units in your partnership properly tendered and not withdrawn prior to
the expiration of any such renewal (together with any units previously purchased
in this offer) is greater than 25%, the AIMCO Operating Partnership will
purchase units in the order of priority described in the preceding paragraph.

In the event that proration of tendered units is required, the AIMCO
Operating Partnership will determine the final proration factor as promptly as
practicable after the expiration of the offer or any renewal of the offer.

FRACTIONAL OP UNITS

We will issue fractional Common OP Units or Preferred OP Units, if
necessary.

FUTURE PLANS OF THE AIMCO OPERATING PARTNERSHIP

As described above under "Background and Reasons for the Offer," the AIMCO
Operating Partnership owns the general partner of your partnership and thereby
controls the management of your partnership. In addition, AIMCO owns the company
that manages your partnership's property. The AIMCO Operating Partnership
currently intends that, upon consummation of the offer, your partnership will
continue its business and operations substantially as they are currently being
conducted. The offer is not expected to have any effect on your partnership's
financial condition or results of operations.

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After the completion or termination of the offer, the AIMCO Operating
Partnership and its affiliates may acquire additional units or sell units.
However, the AIMCO Operating Partnership and its affiliates will not acquire any
additional units for a period of at least one year after expiration of the
offer. Any acquisition may be made through private purchases, market purchases
or transactions effected on a so-called partnership trading board, through one
or more future tender or exchange offers, by merger, consolidation or by any
other means deemed advisable. Any acquisition may be at a price higher or lower
than the price to be paid for the units purchased pursuant to this offer, and
may be for cash, limited partnership interests in the AIMCO Operating
Partnership or other consideration. The AIMCO Operating Partnership also may
consider selling some or all of the units it acquires pursuant to the offer to
persons not yet determined, which may include affiliates of the AIMCO Operating
Partnership. The AIMCO Operating Partnership may also buy your partnership's
property, although it has no present intention to do so. There can be no
assurance, however, that the AIMCO Operating Partnership will initiate or
complete, or will cause your partnership to initiate or complete, any subsequent
transaction during any specific time period following the expiration of the
offer or at all.

We currently intend that, upon consummation of the offer, your partnership
will continue its business and operations substantially as they are currently
being conducted. We do not have any present plans or proposals which relate to
or would result in any material changes in your partnership's structure or
business such as a merger, reorganization or liquidation. We have no present
intention to cause your partnership to sell any of its properties or to prepay
current mortgages within any specified time period.

VOTING BY THE AIMCO OPERATING PARTNERSHIP

If the AIMCO Operating Partnership acquires a substantial number of units
pursuant to the offer, the AIMCO Operating Partnership may be in a position to
influence voting decisions with respect to your partnership. See "Comparison of
Your Units and AIMCO OP Units -- Voting Rights."

DISSENTERS' RIGHTS

Neither your partnership's agreement of limited partnership nor applicable
law provides any right for you to have your units appraised or redeemed in
connection with or as a result of the offer. In addition, we are not extending
appraisal rights in connection with the offer. You have the opportunity to make
your own decision on whether to tender your units in the offer.

No provisions have been made with regard to the offer to allow you or other
limited partners to inspect the books and records of your partnership or to
obtain counsel or appraisal services at our expense or at the expense of your
partnership. However, as described under "Comparison of Your Partnership and the
AIMCO Operating Partnership -- Review of Investor Lists," you have the right
under your partnership's agreement of limited partnership to obtain a list of
the limited partners.

CONDITIONS OF THE OFFER

Notwithstanding any other provisions of the offer, the AIMCO Operating
Partnership shall not be required to accept for payment and pay for any units
tendered pursuant to the offer, may postpone the purchase of, and payment for,
units tendered, and may terminate or amend the offer if at any time from or
after the date of this Prospectus Supplement and at or before the expiration
date of the offer, including any extension thereof, any of the following shall
occur:

(a) any change (or any condition, event or development involving a
prospective change) shall have occurred or been threatened in the business,
properties, assets, liabilities, indebtedness, capitalization, condition
(financial or otherwise), operations, licenses or franchises, management
contract, or results of operations or prospects of your partnership or
local markets in which your partnership owns or operates its property,
including any fire, flood, natural disaster, casualty loss, or act of God
that, in the reasonable judgment of the AIMCO Operating Partnership, is or
may be materially adverse to your partnership or the value of your units to
the AIMCO Operating Partnership, or the AIMCO Operating Partnership shall
have become aware of any facts relating to your partnership, its
indebtedness or its operations
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which, in the reasonable judgment of the AIMCO Operating Partnership, has
or may have material significance with respect to the value of your
partnership or the value of your units to the AIMCO Operating Partnership;
or

(b) there shall have occurred (i) any general suspension of trading in,
or limitation on prices for, securities on any national securities exchange
or the over-the-counter market in the United States, (ii) a decline in the
closing share price of AIMCO's Class A Common Stock of more than 7.5% per
share, from the date hereof, (iii) any extraordinary or material adverse
change in the financial, real estate or money markets or major equity
security indices in the United States such that there shall have occurred
at least a 7.5% increase in LIBOR or at least a 7.5% decrease in the S&P
500 Index, the Morgan Stanley REIT Index, or the price of the 10-year
Treasury Bond or the price of the 30-year Treasury Bond, in each case from
the date hereof, (iv) any material adverse change in the commercial
mortgage financing markets, (v) a declaration of a banking moratorium or
any suspension of payments in respect of banks in the United States, (vi) a
commencement of a war, armed hostilities or other national or international
calamity directly or indirectly involving the United States, (vii) any
limitation (whether or not mandatory) by any governmental authority on, or
any other event which, in the reasonable judgment of the AIMCO Operating
Partnership, might affect the extension of credit by banks or other lending
institutions, or (viii) in the case of any of the foregoing existing at the
time of the commencement of the offer, in the reasonable judgment of the
AIMCO Operating Partnership, a material acceleration or worsening thereof
(any changes to the offer resulting from the conditions set forth in this
paragraph will most likely involve a change in the amount or terms of the
consideration offered or the termination of the offer); or

(c) there shall have been threatened, instituted or pending any action,
proceeding, application or counterclaim by any Federal, state, local or
foreign government, governmental authority or governmental agency, or by
any other person, before any governmental authority, court or regulatory or
administrative agency, authority or tribunal, which (i) challenges or seeks
to challenge the acquisition by the AIMCO Operating Partnership of the
units, restrains, prohibits or delays the making or consummation of the
offer, prohibits the performance of any of the contracts or other
arrangements entered into by the AIMCO Operating Partnership (or any
affiliates of the AIMCO Operating Partnership) seeks to obtain any material
amount of damages as a result of the transactions contemplated by the
offer, (ii) seeks to make the purchase of, or payment for, some or all of
the units pursuant to the offer illegal or results in a delay in the
ability of the AIMCO Operating Partnership to accept for payment or pay for
some or all of the units, (iii) seeks to prohibit or limit the ownership or
operation by AIMCO or any of its affiliates of the entity serving as your
general partner (which is our subsidiary) or to remove such entity as the
general partner of your partnership, or seeks to impose any material
limitation on the ability of the AIMCO Operating Partnership or any of its
affiliates to conduct your partnership's business or own such assets, (iv)
seeks to impose material limitations on the ability of the AIMCO Operating
Partnership or any of its affiliates to acquire or hold or to exercise full
rights of ownership of the units including, but not limited to, the right
to vote the units purchased by it on all matters properly presented to
unitholders or (v) might result, in the sole judgment of the AIMCO
Operating Partnership, in a diminution in the value of your partnership or
a limitation of the benefits expected to be derived by the AIMCO Operating
Partnership as a result of the transactions contemplated by the offer or
the value of units to the AIMCO Operating Partnership; or

(d) there shall be any action taken, or any statute, rule, regulation,
order or injunction shall be sought, proposed, enacted, promulgated,
entered, enforced or deemed applicable to the offer, the AIMCO Operating
Partnership, its general partner or any of its affiliates or any other
action shall have been taken, proposed or threatened, by any government,
governmental authority or court, that, in the reasonable judgment of the
AIMCO Operating Partnership, might, directly or indirectly, result in any
of the consequences referred to in clauses (i) through (v) of paragraph (c)
above; or

(e) your partnership shall have (i) changed, or authorized a change of,
its units or your partnership's capitalization, (ii) issued, distributed,
sold or pledged, or authorized, proposed or announced the issuance,
distribution, sale or pledge of (A) any equity interests (including,
without

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limitation, units), or securities convertible into any such equity
interests or any rights, warrants or options to acquire any such equity
interests or convertible securities, or (B) any other securities in respect
of, in lieu of, or in substitution for units outstanding on the date
hereof, (iii) purchased or otherwise acquired, or proposed or offered to
purchase or otherwise acquire, any outstanding units or other securities,
(iv) declared or paid any dividend or distribution on any units or issued,
authorized, recommended or proposed the issuance of any other distribution
in respect of the units, whether payable in cash, securities or other
property, (v) authorized, recommended, proposed or announced an agreement,
or intention to enter into an agreement, with respect to any merger,
consolidation, liquidation or business combination, any acquisition or
disposition of a material amount of assets or securities, or any release or
relinquishment of any material contract rights, or any comparable event,
not in the ordinary course of business, (vi) taken any action to implement
such a transaction previously authorized, recommended, proposed or publicly
announced, (vii) issued, or announced its intention to issue, any debt
securities, or securities convertible into, or rights, warrants or options
to acquire, any debt securities, or incurred, or announced its intention to
incur, any debt other than in the ordinary course of business and
consistent with past practice, (viii) authorized, recommended or proposed,
or entered into, any transaction which, in the reasonable judgment of the
AIMCO Operating Partnership, has or could have an adverse affect on the
value of your partnership or the units, (ix) proposed, adopted or
authorized any amendment of its organizational documents, (x) agreed in
writing or otherwise to take any of the foregoing actions, or (xi) been
notified that any debt of your partnership or any of its subsidiaries
secured by any of its or their assets is in default or has been accelerated
(any changes to the offer resulting from the conditions set forth in this
paragraph will most likely involve a change in the amount or terms of the
consideration offered or the termination of the offer); or

(f) a tender or exchange offer for any units shall have been commenced
or publicly proposed to be made by another person or "group" (as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934), or it shall have
been publicly disclosed or the AIMCO Operating Partnership shall have
otherwise learned that (i) any person or group shall have acquired or
proposed or be attempting to acquire beneficial ownership of more than four
percent of the units, or shall have been granted any option, warrant or
right, conditional or otherwise, to acquire beneficial ownership of more
than four percent of the units, or (ii) any person or group shall have
entered into a definitive agreement or an agreement in principle or made a
proposal with respect to a merger, consolidation, purchase or lease of
assets, debt refinancing or other business combination with or involving
your partnership; or

(g) with respect to the cash portion of the offer consideration only,
the AIMCO Operating Partnership shall not have adequate cash or financing
commitments available to pay the cash portion of the offer consideration;
or

(h) the offer to purchase may have an adverse effect on AIMCO's status
as a REIT.

The foregoing conditions are for the sole benefit of the AIMCO Operating
Partnership and may be asserted by the AIMCO Operating Partnership regardless of
the circumstances giving rise to such conditions or may be waived by the AIMCO
Operating Partnership in whole or in part at any time and from time to time in
its reasonable discretion. The failure by the AIMCO Operating Partnership at any
time to exercise any of the foregoing rights shall not be deemed a waiver of any
such right, the waiver of any such right with respect to any particular facts or
circumstances shall not be deemed a waiver with respect to any other facts or
circumstances and each right shall be deemed a continuing right which may be
asserted at any time and from time to time.

EFFECTS OF THE OFFER

Future Control by AIMCO

Because the general partner of your partnership is a subsidiary of AIMCO,
AIMCO has control over the management of your partnership. If the AIMCO
Operating Partnership acquires units in the offer, AIMCO will increase its
ability to influence voting decisions with respect to your partnership or may
control such

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voting decisions. Furthermore, in the event that the AIMCO Operating Partnership
acquires a substantial number of units pursuant to the offer, removal of the
general partner of your partnership (which general partner is controlled by
AIMCO) without AIMCO's consent may become more difficult or impossible. AIMCO
also controls the company that manages your partnership's property. In the event
that the AIMCO Operating Partnership acquires a substantial number of units
pursuant to the offer, removal of the property manager may become more difficult
or impossible.

Effect on Trading Market

If a substantial number of units are purchased pursuant to the offer, the
result will be a reduction in the number of limited partners in your
partnership. In the case of certain kinds of equity securities, a reduction in
the number of securityholders might be expected to result in a reduction in the
liquidity and volume of activity in the trading market for the security. In this
case, however, there is no established public trading market for the units and,
therefore, the AIMCO Operating Partnership does not believe a reduction in the
number of limited partners will materially further restrict your ability to find
purchasers for your units through secondary market transactions.

Distributions to the AIMCO Operating Partnership

As a result of the offer, the AIMCO Operating Partnership, in its capacity
as a limited partner of your partnership, will participate in any subsequent
distributions to limited partners to the extent of its interest in your
partnership, including the units purchased pursuant to this offer.

Partnership Business

This offer will not affect the operation of your partnership's property.
The AIMCO Operating Partnership will continue to control the general partner of
your partnership and the property manager will remain the same. Consummation of
the offer will not affect your partnership's agreement of limited partnership,
the financial condition or results of operations of your partnership, the
business and properties owned, the management compensation payable to your
general partner (which is our subsidiary) or its affiliates or any other matter
relating to your partnership, except it would result in the AIMCO Operating
Partnership substantially increasing its ownership of units of your partnership.
We will receive future distributions from your partnership for any units we
purchase.

CERTAIN LEGAL MATTERS

General. Except as set forth in this section, the AIMCO Operating
Partnership is not, based on information provided by your general partner (which
is our subsidiary), aware of any licenses or regulatory permits that would be
material to the business of your partnership, taken as a whole, and that might
be adversely affected by the AIMCO Operating Partnership's acquisition of units
as contemplated herein, or any filings, approvals or other actions by or with
any domestic or foreign governmental authority or administrative or regulatory
agency that would be required prior to the acquisition of units by the AIMCO
Operating Partnership pursuant to the offer as contemplated herein, other than
the filing with the SEC of a Tender Offer Statement on Schedule 14D-1 and any
amendments required thereto. While there is no present intent to delay the
purchase of units tendered pursuant to the offer pending receipt of any such
additional approval or the taking of any such action, there can be no assurance
that any such additional approval or action, if needed, would be obtained
without substantial conditions or that adverse consequences might not result to
your partnership's business, or that certain parts of your partnership's
business might not have to be disposed of or other substantial conditions
complied with in order to obtain such approval or action, any of which could
cause the AIMCO Operating Partnership to elect to terminate the offer without
purchasing units hereunder. The AIMCO Operating Partnership's obligation to
purchase and pay for units is subject to certain conditions, including
conditions related to the legal matters discussed in this section.

Antitrust. The AIMCO Operating Partnership does not believe that the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, is applicable
to the acquisition of units contemplated by this offer.

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Margin Requirements. The units are not "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System and,
accordingly, those regulations generally are not applicable to this offer.

State Laws. The AIMCO Operating Partnership is not aware of any
jurisdiction in which the making of the offer is not in compliance with
applicable law. If the AIMCO Operating Partnership becomes aware of any
jurisdiction in which the making of the offer would not be in compliance with
applicable law, the AIMCO Operating Partnership will make a good faith effort to
comply with any such law. If, after such good faith effort, the AIMCO Operating
Partnership cannot comply with any such law, the offer will not be made to (nor
will tenders be accepted from or on behalf of) limited partners residing in such
jurisdiction. In those jurisdictions whose securities or blue sky laws require
the offer to be made by a licensed broker or dealer, the offer shall be made on
behalf of the AIMCO Operating Partnership, if at all, only by one or more
registered brokers or dealers licensed under the laws of that jurisdiction.

Certain Litigation

On March 24, 1998, certain persons claiming to own limited partner
interests in certain of the limited partnerships for which subsidiaries of IPT
act as general partner (excluding your partnership) filed a purported class and
derivative action in California Superior Court in the County of San Mateo
against AIMCO, Insignia, the general partners of the partnerships, certain
persons and entities who purportedly formerly controlled the general partners,
and additional entities affiliated with and individuals who are officers,
directors and/or principals of several of the defendants. The complaint contains
allegations that, among other things, (i) the defendants breached fiduciary
duties owed to the plaintiffs, or aided and abetted in those purported breaches,
by selling or agreeing to sell their "fiduciary positions" as stockholders,
officers and directors of the general partners for a profit and retaining said
profit rather than distributing it to the plaintiffs; (ii) the defendants
breached fiduciary duties, or aided and abetted in those purported breaches, by
mismanaging the partnerships and misappropriating assets of the partnerships by
(a) manipulating the operations of the partnerships to depress the trading price
of limited partnership units of the partnerships; (b) coercing and fraudulently
inducing unitholders to sell units to certain of the defendants at depressed
prices; and (c) using the voting control obtained by purchasing units at
depressed prices to entrench certain of the defendants' positions of control
over the partnerships; and (iii) the defendants breached their fiduciary duties
to the plaintiffs by (a) selling assets of the partnerships such as mailing
lists of unitholders and (b) causing the general partners to enter into
exclusive arrangements with their affiliates to sell goods and services to the
general partners, the unitholders and tenants of properties owned by the
partnerships. The complaint also alleges that the foregoing allegations
constitute violations of various California securities, corporate and
partnership statutes, as well as conversion and common law fraud. The complaint
seeks unspecified compensatory and punitive damages, an injunction blocking the
sale of control of the general partners and a court order directing the
defendants to discharge their fiduciary duties to the plaintiffs. On June 25,
1998, the defendants filed motions seeking dismissal of the action. In lieu of
responding to the motion, plaintiffs have filed an amended complaint. On October
14, 1998, the AIMCO and Insignia defendants filed demurrers to the amended
complaint. The demurrers (which are requests to dismiss the action as a matter
of law) were heard on February 8, 1999, but no decision has been reached by the
Court. While no assurances can be given, we believe that the ultimate outcome of
this litigation will not have a material adverse effect on us.

FEES AND EXPENSES

The AIMCO Operating Partnership will not pay any fees or commissions to any
broker, dealer or other person for soliciting tenders of units pursuant to the
offer. The AIMCO Operating Partnership has retained River Oaks Partnership
Services, Inc. to act as Information Agent in connection with the offer. The
Information Agent may contact holders of units by mail, telephone, telex,
telegraph and personal interview and may request brokers, dealers and other
nominees to forward materials relating to the offer to beneficial owners of the
units. The AIMCO Operating Partnership will pay the Information Agent reasonable
and customary compensation for its services in connection with the offer, plus
reimbursement for out-of-pocket expenses, and will indemnify the Information
Agent against certain liabilities and expenses in connection

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therewith, including liabilities under the Federal securities laws. The AIMCO
Operating Partnership will also pay all costs and expenses of printing and
mailing this Prospectus Supplement, the accompanying Prospectus, the Letter of
Transmittal, and the legal and accounting fees in connection with this offer.
The AIMCO Operating Partnership will also pay the fees of Stanger for providing
the fairness opinion for the offer. The AIMCO Operating Partnership estimates
that its total costs and expenses in making the offer (excluding the purchase
price of the units) will be approximately $50,000.

ACCOUNTING TREATMENT

Upon consummation of the offer, the AIMCO Operating Partnership will
account for its investment in the units acquired in the offer under the purchase
method of accounting. There will be no effect on the accounting treatment of
your partnership as a result of the offer.

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FEDERAL INCOME TAX CONSEQUENCES

The following summary is a general discussion of the material Federal
income tax consequences of the offer to (i) persons who tender some or all of
their units in exchange for OP Units pursuant to the offer, (ii) persons who
tender some or all of their units for cash pursuant to the offer and (iii)
persons who do not tender any of their units pursuant to the offer. This
discussion is based upon the Internal Revenue Code of 1986, as amended ("the
Code"), Treasury Regulations, rulings issued by the IRS, and judicial decisions,
all in effect as of the date of this offer and all of which are subject to
differing interpretations or change, possibly retroactively. This summary is
based on the assumptions that the AIMCO Operating Partnership and your
partnership will be operated in accordance with their respective organizational
documents and partnership agreements. This summary is for general information
only and does not purport to discuss all aspects of Federal income taxation
which may be important to you in light of your specific investment or tax
circumstances, or if you are subject to special tax rules (for example, if you
are a financial institution, broker-dealer, insurance company, or, except to the
extent discussed below, tax-exempt organization or foreign investor, as
determined for United States Federal income tax purposes). This summary assumes
that your units and any OP Units that you receive in the offer are capital
assets (generally, property held for investment). No advance ruling has been or
will be sought from the IRS regarding any matter discussed in this Prospectus
Supplement.

The Federal income tax treatment of an offeree participating in the offer
depends in some instances on determinations of fact and interpretations of
complex provisions of Federal income tax law. No clear precedent or authority
may be available on some questions. Accordingly, you should consult your tax
advisor regarding the Federal, state, local and foreign tax consequences to you
of selling or exchanging units pursuant to the offer or of a decision not to
sell or exchange in light of your specific tax situation.

TAX OPINIONS

Skadden, Arps, Slate, Meagher & Flom LLP ("Special Tax Counsel") has
delivered an opinion letter with regard to the material United States Federal
income tax consequences of the offer. The opinion letter of Special Tax Counsel
is filed as an exhibit to this Registration Statement. You may obtain a copy of
such opinion letter by sending a written request to the AIMCO Operating
Partnership.

The specific United States Federal income tax opinions that Special Tax
Counsel has provided are:

1. Commencing with AIMCO's initial taxable year ended December 31, 1994,
AIMCO was organized in conformity with the requirements for qualification
as a REIT under the Code, and its actual method of operation has enabled,
and its proposed method of operation will enable, AIMCO to meet the
requirements for qualification and taxation as a REIT. As noted in the
accompanying Prospectus, AIMCO's qualification and taxation as a REIT
depend upon its ability to meet, through actual annual operating results,
certain requirements, including requirements relating to distribution
levels and diversity of stock ownership, and the various qualification
tests imposed under the Code, the results of which have been represented by
the AIMCO's officers and will not be reviewed by Special Tax Counsel. No
assurance can be given that the actual results of AIMCO's future operations
for any one taxable year will satisfy the requirements for taxation as a
REIT under the Code.

2. The AIMCO Operating Partnership will be treated as a partnership and
not as an association taxable as a corporation for Federal income tax
purposes.

3. You will not recognize gain or loss for Federal income tax purposes
when you exchange your units solely for OP Units. If, immediately prior to
such exchange, the amount of your partnership's liabilities allocable to
the units you transfer to the AIMCO Operating Partnership exceeds the
amount of the AIMCO Operating Partnership's liabilities allocable to you
immediately after the exchange, you will receive a deemed distribution in
an amount equal to such liability relief and will recognize gain for
Federal income tax purposes to the extent that the amount of such deemed
distribution exceeds your aggregate adjusted tax basis in your OP Units.

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4. If you exchange your units for cash and OP Units, you will be treated
for Federal income tax purposes as selling some of your units for cash in a
taxable sale and contributing some of your units for OP Units in a tax-free
exchange. With respect to the units that you will be treated as selling for
cash, you will be taxed as described in paragraph number five below. With
respect to the units that you will be treated as exchanging for OP Units,
you will be taxed as described in paragraph number three above.

5. If you sell your units solely for cash, you will recognize gain or
loss for Federal income tax purposes in an amount equal to the difference
between (i) your amount realized on the sale and (ii) your adjusted tax
basis in the units you sold.

6. If you retain all or a portion of your units and your partnership
terminates for Federal income tax purposes, you will not recognize any gain
or loss as a result of such termination and your capital account in your
partnership will not be affected.

7. Because of the factual nature of the inquiry, no opinion is expressed
by Special Tax Counsel as to whether your exercise of a redemption right
with respect to an OP Unit would cause your contribution of units to the
AIMCO Operating Partnership to be a taxable transaction under the disguised
sale rules of the Code.

8. The discussion in the accompanying Prospectus under the captions
"FEDERAL INCOME TAXATION OF AIMCO AND AIMCO STOCKHOLDERS" and "FEDERAL
INCOME TAXATION OF THE AIMCO OPERATING PARTNERSHIP AND OP UNIT HOLDERS" and
in this Prospectus Supplement under the caption "FEDERAL INCOME TAX
CONSEQUENCES" is a fair and accurate summary of the material United States
Federal income tax consequences of the offers and of the acquisition,
ownership and disposition of the OP Units and the AIMCO stock by a holder
who acquires the OP Units or AIMCO stock in connection with the offers,
subject to the qualifications set forth therein.

It must be emphasized that these opinions are based and conditioned upon
representations and covenants made by AIMCO and the AIMCO Operating Partnership
as to factual matters (including representations and covenants concerning
AIMCO's properties and the past, present and future conduct of its business and
your partnership's liabilities). These opinions are expressed as of the date of
the opinion letter and Special Tax Counsel has no obligation to advise AIMCO or
the AIMCO Operating Partnership of any subsequent change in the matters stated,
represented, or assumed or any subsequent change in the law. An opinion of
counsel is not binding on the IRS, and no assurance can be given that the IRS
will not challenge the above opinions of Special Tax Counsel.

TAX CONSEQUENCES OF EXCHANGING UNITS SOLELY FOR OP UNITS

Except as described below, you will not recognize gain or loss for Federal
income tax purposes when you exchange your units solely for OP Units. You may
recognize gain upon such exchange if, immediately prior to such exchange, the
amount of liabilities of your partnership allocable to the units you transferred
exceeds the amount of the AIMCO Operating Partnership liabilities allocable to
you immediately after such exchange. If this was true in your case, the excess
would be treated as a deemed distribution of cash to you from the AIMCO
Operating Partnership. This deemed cash distribution would be treated as a
nontaxable return of capital to the extent of your adjusted tax basis in your OP
Units and thereafter as a taxable gain.

The AIMCO Operating Partnership anticipates that, under most circumstances,
you will be allocated an amount of the AIMCO Operating Partnership liabilities,
as determined immediately after you exchange your units pursuant to the offer,
at least equal to the amount of liabilities of your partnership that were
allocable to your units prior to such exchange. Accordingly, the AIMCO Operating
Partnership anticipates that most persons who participate in the tender offer
would not recognize gain or loss as a result of an exchange of units solely for
OP Units pursuant to the offer.

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DISGUISED SALES

Under the Code, a transfer of property by a partner to a partnership
followed by a related transfer by the partnership of money or other property to
the partner is treated as a "disguised" sale if (1) the second transfer would
not have occurred but for the first transfer and (2) the second transfer "is not
dependent on the entrepreneurial risks of the partnership operations." In a
disguised sale, the partner is treated as if he or she sold the contributed
property to the partnership as of the date the property was contributed to the
partnership. In addition, unless a few technical exceptions apply, transfers of
money or other property between a partnership and a partner that are made within
two years of each other, including redemptions of OP Units made within two years
of a contribution of your units, must be reported to the IRS and are presumed to
be a "disguised" sale unless the facts and circumstances clearly establish that
the transfers do not constitute a sale.

While there is no authority applying the disguised sale rules to the
exercise of a redemption right by a partner with respect to a partnership
interest received in exchange for property, the exercise of a redemption right
with respect to OP Units within two years of the date of the contribution of
your units to the AIMCO Operating Partnership may be treated as a disguised
sale. If this treatment were to apply, you would be treated for Federal income
tax purposes as if, on the date of the contribution of your units, the AIMCO
Operating Partnership transferred to you an obligation to give you the
redemption proceeds. In that case, you would be required to recognize gain on
the disguised sale in such earlier year. Because of the factual nature of such
an inquiry, Special Tax Counsel is unable to opine whether your exercise of a
redemption right with respect to an OP Unit would cause your contribution of
units to the AIMCO Operating Partnership to be a taxable transaction under the
disguised sale rules of the Code.

If you are considering exchanging units for OP Units pursuant to the offer,
please read the description under the heading "Federal Income Taxation of the
AIMCO Operating Partnership and OP Unitholders -- Tax Consequences Upon
Contribution of Property to the AIMCO Operating Partnership" in the accompanying
Prospectus.

TAX CONSEQUENCES OF EXCHANGING UNITS FOR CASH AND OP UNITS

If you exchange your units for cash and OP Units, you will be treated as
selling some of your units for cash in a taxable sale and contributing some of
your units for OP Units in a tax-free exchange. Your adjusted tax basis in your
transferred units will be allocated between the units you will be deemed to have
sold and the units you will be deemed to have contributed to the AIMCO Operating
Partnership.

With respect to the units that you will be treated as selling, you will
recognize gain or loss in an amount equal to the difference between (i) your
"amount realized" on the sale and (ii) your adjusted tax basis in units you
sold. Your "amount realized" on such sale will be equal to the sum of the amount
of cash you received pursuant to the offer (that is, the offer consideration)
plus the amount of your partnership's liabilities attributed to the units you
sold. For purposes of these partial sale rules, the amount of your partnership's
liabilities attributed to the units you sold will be equal to the lesser of (i)
the excess of the amount of your partnership's liabilities allocable to you in
respect of the transferred units immediately prior to the exchange over the
amount of such liabilities allocable to you as determined immediately after the
exchange or (ii) the product of (A) the amount of your partnership's liabilities
allocable to you in respect of the units you are deemed to have sold immediately
prior to the exchange and (B) your "net equity percentage" with respect to those
units. Your "net equity percentage" will be equal to the percentage determined
by dividing (x) the cash you received in the exchange by (y) the excess of the
gross fair market value of the units in the exchange over the amount of your
partnership's liabilities allocable to you in respect of those units immediately
prior to the exchange. Thus, your tax liability could exceed the amount of cash
you receive in the sale.

With respect to the units that you will be treated as exchanging, rather
than selling, you will be taxed as described above under the heading "Tax
Consequences of Exchanging Units Solely for OP Units."

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TAX CONSEQUENCES OF EXCHANGING UNITS SOLELY FOR CASH

If you sell your units solely for cash, you will recognize gain or loss on
a sale of your units equal to the difference between (i) your "amount realized"
on the sale and (ii) your adjusted tax basis in the units you sold. The "amount
realized" with respect to a unit will be equal to the sum of the amount of cash
you received for your units (that is, the offer consideration) plus the amount
of the liabilities of your partnership allocable to such units (as determined
under Section 752 of the Code). Thus, your tax liability could exceed the amount
of cash you receive in the sale.

ADJUSTED TAX BASIS

If you acquired your units for cash:

- your initial tax basis in your units will be equal to such cash
investment in your partnership increased by your share of your
partnership's liabilities at the time such units were acquired;

- your initial tax basis generally has been increased by:

- your share of your partnership's income and gains and

- any increases in your share of your partnership's liabilities; and

- your initial tax basis generally has been decreased (but not below zero)
by:

- your share of cash distributions from your partnership,

- any decreases in your share of your partnership's liabilities,

- your share of your partnership's losses, and

- your share of nondeductible expenditures of your partnership that are
not chargeable to capital.

For purposes of determining your adjusted tax basis in your units
immediately prior to a disposition of such units, your adjusted tax basis will
include your share of your partnership's income, gain or loss for the taxable
year of disposition. If your adjusted tax basis is less than your share of your
partnership's liabilities (e.g., as a result of the effect of net loss
allocations and/or distributions exceeding the cost of your unit), the gain you
would recognize pursuant to the offer will exceed the cash proceeds you would
realize upon the sale of your units. The adjusted tax basis of the OP Units you
receive in exchange for your units pursuant to the offer will be equal to (i)
the sum of your adjusted tax basis in the units you transferred plus any gain
recognized in the exchange and will be reduced by (ii) any cash you received or
you were deemed to receive in the exchange.

CHARACTER OF GAIN OR LOSS RECOGNIZED PURSUANT TO THE OFFER

Except as described below, the gain or loss that you recognize on a sale or
exchange of a unit pursuant to the offer will be treated as a capital gain or
loss and will be treated as long-term capital gain or loss if your holding
period for the unit exceeds one year. Long-term capital gains recognized by
individuals and certain other noncorporate taxpayers generally will be subject
to a maximum Federal income tax rate of 20%. If the amount realized with respect
to a unit that is attributable to your share of "unrealized receivables" of your
partnership exceeds the tax basis attributable to those assets, such excess will
be treated as ordinary income. Among other things, "unrealized receivables"
include depreciation recapture for certain types of property. In addition, the
maximum Federal income tax rate applicable to persons who are noncorporate
taxpayers for net capital gains attributable to the sale of depreciable real
property (which may be determined to include an interest in a partnership such
as your partnership) held for more than one year is currently 25% (rather than
20%) to the extent of previously claimed depreciation deductions that would not
be treated as "unrealized receivables."

If you tender units in the offer, you will be allocated a share of your
partnership's taxable income or loss for the year of tender with respect to any
units sold or exchanged. You will not receive any future distributions
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on units that you tender on or after the date on which such units are accepted
for purchase, and accordingly, you may not receive any distributions with
respect to the income or loss. Such allocation and any cash distributed by your
partnership to you for that year will affect your adjusted tax basis in your
unit and, therefore, the amount of your taxable gain or loss upon a sale of a
unit pursuant to the offer.

PASSIVE ACTIVITY LOSSES

The passive activity loss rules of the Code limit the use of losses derived
from passive activities, which generally include investments in limited
partnership interests such as the units. An individual, as well as certain other
types of investors, generally cannot use losses from passive activities to
offset nonpassive activity income received during the taxable year. Passive
activity losses that are disallowed for a particular tax year are "suspended"
and may be carried forward to offset passive activity income earned by the
investor in future taxable years. In addition, such suspended losses may be
claimed as a deduction, subject to other applicable limitations, upon a taxable
disposition of the investor's interest in the passive activity.

Accordingly, if your investment in your partnership is treated as a passive
activity, you may be able to shelter gain from the sale of your units pursuant
to the offer with passive losses in the manner described below. If you receive
cash for all or a portion of your units pursuant to the offer and recognize a
gain on such sale, you will be entitled to use your current and "suspended"
passive activity losses (if any) from your partnership and other passive sources
to offset that gain. If you receive cash for all or a portion of your units
pursuant to the offer and recognize a loss on such sale, you will be entitled to
deduct that loss currently (subject to other applicable limitations) against the
sum of your passive activity income from your partnership for that year (if any)
plus any passive activity income from other sources for that year. If you
receive cash for all of your units pursuant to the offer, the balance of any
"suspended" losses from your partnership that were not otherwise utilized
against passive activity income as described in the two preceding sentences will
no longer be suspended and will therefore be deductible (subject to any other
applicable limitations) by you against any other income for that year,
regardless of the character of that income. Accordingly, you should consult your
tax advisor concerning whether, and the extent to which, you have available
suspended passive activity losses from your partnership or other investments
that may be used to offset gain from the sale of your units pursuant to the
offer.

TAX REPORTING

If you tender any units, you must report the transaction by filing a
statement with your Federal income tax return for the year of the tender which
provides certain required information to the IRS. To prevent the possible
application of back-up Federal income tax withholding of 31% with respect to
payment of the offer consideration, you may have to provide the AIMCO Operating
Partnership with your correct taxpayer identification number. See the
instructions to the Letter of Transmittal.

FOREIGN OFFEREES

Gain recognized by a foreign person on a transfer of a unit for cash, OP
Units, or a combination thereof, pursuant to the offer will be subject to
Federal income tax under the Foreign Investment in Real Property Tax Act of 1980
( "FIRPTA"). If you are a foreign person, the AIMCO Operating Partnership will
be required, under the FIRPTA provisions of the Code, to deduct and withhold 10%
of the amount realized by you on the disposition. The amount withheld would be
creditable against your Federal income tax liability and, if the amount withheld
exceeds your actual tax liability you could obtain a refund from the IRS by
filing a U.S. income tax return. See the Instructions to the Letter of
Transmittal.

TAX CONSEQUENCES OF A TERMINATION OF YOUR PARTNERSHIP

Section 708 of the Code provides that if there is a sale or exchange of 50%
or more of the total interest in capital and profits of a partnership within any
12-month period, such partnership terminates for Federal income tax purposes (a
"Termination"). The AIMCO Operating Partnership's acquisition of units pursuant
to the offer may result in a Termination of your partnership. If an acquisition
of units results in a

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Termination, the following Federal income tax events will be deemed to occur:
the terminated Partnership (the "Old Partnership") will be deemed to have
contributed all of its assets (subject to its liabilities) (the "Hypothetical
Contribution") to a new partnership (the "New Partnership") in exchange for
interests in the New Partnership and, immediately thereafter, the Old
Partnership will be deemed to have distributed interests in the New Partnership
(the "Hypothetical Distribution") to the AIMCO Operating Partnership and to the
offerees who do not tender all of their units (a "Remaining Offeree") in
proportion to their respective interests in the Old Partnership in liquidation
of the Old Partnership.

A Remaining Offeree will not recognize any gain or loss upon the
Hypothetical Distribution or upon the Hypothetical Contribution and the capital
accounts of the Remaining Offerees in the Old Partnership will carry over intact
to the New Partnership. A Termination will change (and possibly shorten) a
Remaining Offeree's holding period with respect to its units in your partnership
for Federal income tax purposes. Gains recognized by a Remaining Offeree on the
disposition of New Partnership interests with a holding period of 12 months or
less may be classified as short-term capital gains and subject to taxation at
ordinary income tax rates.

The New Partnership's adjusted tax basis in its assets will be the same as
the Old Partnership's basis in such assets immediately before the Termination. A
Termination will also cause the New Partnership to recalculate the depreciable
lives of its assets. This will cause the assets to be depreciated over a longer
period of time than if there had been no Termination. This would generally
decrease the annual average depreciation deductions allocable to the Remaining
Offerees for a number of years following consummation of the offer (thereby
increasing the taxable income allocable to their retained units in each such
year), but would have no effect on the total depreciation deductions available
over the useful lives of the assets of your partnership.

Elections as to tax matters previously made by the Old Partnership prior to
Termination will not be applicable to the New Partnership unless the New
Partnership chooses to make the same elections.

Additionally, upon a Termination, the Old Partnership's taxable year will
close for all offerees.

YOU SHOULD CONSULT YOUR TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES
APPLICABLE TO YOU AS A RESULT OF A SALE OR EXCHANGE OF UNITS PURSUANT TO THE
OFFER.

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COMPARISON OF YOUR PARTNERSHIP AND THE
AIMCO OPERATING PARTNERSHIP

The information below highlights a number of the significant differences
between your partnership and the AIMCO Operating Partnership relating to, among
other things, form of organization, permitted investments, policies and
restrictions, management structure, compensation and fees, and investor rights.
The section immediately following this section compares certain of the
respective legal rights associated with the ownership of units with Common OP
Units and Preferred OP Units. These comparisons are intended to assist you in
understanding how your investment will be changed if, as a result of the offer,
your units are exchanged for Common OP Units or Preferred OP Units. FOR A
DISCUSSION OF CERTAIN OF THE SIGNIFICANT DIFFERENCES BETWEEN THE AIMCO OPERATING
PARTNERSHIP AND AIMCO, SEE "COMPARISON OF THE AIMCO OPERATING PARTNERSHIP AND
AIMCO" IN THE ACCOMPANYING PROSPECTUS. For a comparison of certain legal rights
associated with an investment in the Common OP Units and the Class A Common
Stock, and a similar comparison in respect of the Preferred OP Units and the
Class I Preferred Stock, see "Comparison of Common OP Units and Class A Common
Stock" in the accompanying Prospectus and "Comparison of Preferred OP Units and
Class I Preferred Stock" herein, respectively.

YOUR PARTNERSHIP AIMCO OPERATING PARTNERSHIP

Form of Organization and Assets Owned

<TABLE>
<S> <C>
Your partnership is a limited partnership The AIMCO Operating Partnership is organized
organized under Florida law for the purpose as a Delaware limited partnership. The AIMCO
of owning and managing Four Quarters Operating Partnership owns interests (either
Habitat. directly or through subsidiaries) in
numerous multifamily apartment properties.
The AIMCO Operating Partnership conducts
substantially all of the operations of
AIMCO, a corporation organized under
Maryland and as a REIT.
</TABLE>

Duration of Existence

Your partnership was presented to limited The term of the AIMCO Operating Partnership
partners as a finite life investment, with continues until December 31, 2093, unless
limited partners to receive regular cash the AIMCO Operating Partnership is dissolved
distributions out of your partnership's Cash sooner pursuant to the terms of the AIMCO
Flow (as defined in your partnership's Operating Partnership's agreement of limited
agreement of limited partnership). The partnership (the "AIMCO Operating
termination date of your partnership is Partnership Agreement") or as provided by
December 31, 2030. law. See "Description of OP Units --
General" and "Description of OP
Units -- Dissolution and Winding Up" in the
accompanying Prospectus.
</TABLE>

Purpose and Permitted Activities

Your partnership has been formed to acquire, The purpose of the AIMCO Operating
own, manage, operate, rent lease and repair Partnership is to conduct any business that
your partnership's property. Subject to may be lawfully conducted by a limited
restrictions contained in your partnership's partnership organized pursuant to the
agreement of limited partnership, your Delaware Revised Uniform Limited Part-
partnership may perform any acts to accom- nership Act (as amended from time to time,
plish the foregoing including, without or any successor to such statute) (the
limitation, borrowing funds and creating "Delaware Limited Partnership Act"),
liens. provided that such business is to be
conducted in a manner that permits AIMCO to
be qualified as a REIT, unless AIMCO ceases
to qualify as a REIT. The AIMCO Operating
Partner-
</TABLE>

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YOUR PARTNERSHIP AIMCO OPERATING PARTNERSHIP
<TABLE>
<S> <C>
ship is authorized to perform any and all
acts for the furtherance of the purposes and
business of the AIMCO Operating Partnership,
provided that the AIMCO Operating
Partnership may not take, or refrain from
taking, any action which, in the judgment of
its general partner could (i) adversely
affect the ability of AIMCO to continue to
qualify as a REIT, (ii) subject AIMCO to
certain income and excise taxes, or (iii)
violate any law or regulation of any
governmental body or agency (unless such ac-
tion, or inaction, is specifically consented
to by AIMCO). Subject to the foregoing, the
AIMCO Operating Partnership may invest in or
enter into partnerships, joint ventures, or
similar arrangements. The AIMCO Operating
partnership currently invests, and intends
to continue to invest, in a real estate
portfolio primarily consisting of
multifamily rental apartment properties.
</TABLE>

Additional Equity

The general partner of your partnership is The general partner is authorized to issue
authorized to issue additional limited additional partnership interests in the
partnership interests in your partnership by AIMCO Operating Partnership for any
selling not more than 100 units for cash and partnership purpose from time to time to the
notes to selected persons who fulfill the limited partners and to other persons, and
requirements set for your partnership's to admit such other persons as additional
agreement of limited partnership. The limited partners, on terms and conditions
capital contribution need not be equal for and for such capital contributions as may be
all limited partners and no action or established by the general partner in its
consent is required in connection with the sole discretion. The net capital
admission of any additional limited contribution need not be equal for all OP
partners. Unitholders. No action or consent by the OP
Unitholders is required in connection with
the admission of any additional OP
Unitholder. See "Description of OP
Units -- Management by the AIMCO GP" in the
accompanying Prospectus. Subject to Delaware
law, any additional partnership interests
may be issued in one or more classes, or one
or more series of any of such classes, with
such designations, preferences and relative,
participating, optional or other special
rights, powers and duties as shall be
determined by the general partner, in its
sole and absolute discretion without the
approval of any OP Unitholder, and set forth
in a written document thereafter attached to
and made an exhibit to the AIMCO Operating
Partnership Agreement.
</TABLE>

Restrictions Upon Related Party Transactions

The general partner of your partnership and The AIMCO Operating Partnership may lend or
any of its affiliates may make loans to your contribute funds or other assets to its
partnership in such amounts as the general subsidiaries or other persons in which it
partner deems appropri- has an equity investment,
</TABLE>

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YOUR PARTNERSHIP AIMCO OPERATING PARTNERSHIP
<TABLE>
<S> <C>
ate and necessary for the conduct of your and such persons may borrow funds from the
partnership's business. Such loans will be AIMCO Operating Partnership, on terms and
upon such terms and for such maturities as conditions established in the sole and
the managing general partner deems absolute discretion of the general partner.
reasonable and the interest charged will be To the extent consistent with the business
three percentage points above the interest purpose of the AIMCO Operating Partnership
rate being charged to the prime customers of and the permitted activities of the general
Harris Trust & Savings Bank of Chicago. The partner, the AIMCO Operating Partnership may
partnership may contract with the general transfer assets to joint ventures, limited
partners and their affiliates provided that liability companies, partnerships,
the required payments to be made by your corporations, business trusts or other
partnership are at competitive rates. business entities in which it is or thereby
becomes a participant upon such terms and
subject to such conditions consistent with
the AIMCO Operating Partnership Agreement
and applicable law as the general partner,
in its sole and absolute discretion,
believes to be advisable. Except as
expressly permitted by the AIMCO Operating
Partnership Agreement, neither the general
partner nor any of its affiliates may sell,
transfer or convey any property to the AIMCO
Operating Partnership, directly or
indirectly, except pursuant to transactions
that are determined by the general partner
in good faith to be fair and reasonable.
</TABLE>

Borrowing Policies

The general partner of your partnership is The AIMCO Operating Partnership Agreement
authorized to borrow money for partnership contains no restrictions on borrowings, and
purposes and if security is required the general partner has full power and
therefor, to pledge, mortgage or subject to authority to borrow money on behalf of the
any other security device any portion of AIMCO Operating Partnership. The AIMCO
your partnership assets and to enter into Operating Partnership has credit agreements
any surety arrangements with respect that restrict, among other things, its
thereto. ability to incur indebtedness.
</TABLE>

Review of Investor Lists

Your partnership's agreement of limited Each OP Unitholder has the right, upon
partnership entitles limited partners and written demand with a statement of the
their representatives to inspect and copy purpose of such demand and at such OP
from the books of account and your agreement Unitholder's own expense, to obtain a
and any amendments thereto at the prin- current list of the name and last known
cipal place of business of your partnership business, residence or mailing address of
during normal business hours upon reasonable the general partner and each other OP
notice. Unitholder.
</TABLE>

Management Control

The managing general partner of your All management powers over the business and
partnership is solely responsible for the affairs of the AIMCO Operating Partnership
management of your partnership's business are vested in AIMCO-GP, Inc., which is the
with all rights and powers generally general partner. No OP Unitholder has any
conferred by law or necessary, advisable or right to participate in or exercise control
consistent in connection therewith. The or management power over the business and
exercise of any power conferred by this affairs of the AIMCO Operating Partner-
agreement on the managing general partner ship. The OP Unitholders have the right to
serves to bind your partnership. No limited vote on certain matters described under
partner may take part in the manage- "Comparison of
</TABLE>

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YOUR PARTNERSHIP AIMCO OPERATING PARTNERSHIP
<TABLE>
<S> <C>
ment, conduct or control of the business of Your Units and AIMCO OP Units -- Voting
your partnership or have the power to sign Rights" below. The general partner may not
for or bind your partnership to any be removed by the OP Unitholders with or
agreement or document. without cause.
In addition to the powers granted a general
partner of a limited partnership under
applicable law or that are granted to the
general partner under any other provision of
the AIMCO Operating Partnership Agreement,
the general partner, subject to the other
provisions of the AIMCO Operating
Partnership Agreement, has full power and
authority to do all things deemed necessary
or desirable by it to conduct the business
of the AIMCO Operating Partnership, to
exercise all powers of the AIMCO Operating
Partnership and to effectuate the purposes
of the AIMCO Operating Partnership. The
AIMCO Operating Partnership may incur debt
or enter into other similar credit,
guarantee, financing or refinancing
arrangements for any purpose upon such terms
as the general partner determines to be
appropriate, and may perform such other acts
and duties for and on behalf of the AIMCO
Operating Partnership as are provided in the
AIMCO Operating Partnership Agreement. The
general partner is authorized to execute,
deliver and perform certain agreements and
transactions on behalf of the AIMCO
Operating Partnership without any further
act, approval or vote of the OP Unitholders.
</TABLE>

Management Liability and Indemnification

Under your partnership's agreement of Notwithstanding anything to the contrary set
limited partnership, the general partner of forth in the AIMCO Operating Partnership
your partnership is not liable to your Agreement, the general partner is not liable
partnership or any limited partner for loss to the AIMCO Operating Partnership for
or damage that may be caused by any act losses sustained, liabilities incurred or
performed by it or any failure to act if benefits not derived as a result of errors
such acts were done in good faith and in in judgment or mistakes of fact or law of
accordance with sound business practices and any act or omission if the general partner
in accordance with the terms of your acted in good faith. The AIMCO Operating
partnership's agreement of limited partner- Partnership Agreement provides for
ship. In addition, the general partner and indemnification of AIMCO, or any director or
its affiliates are entitled to officer of AIMCO (in its capacity as the
indemnification by your partnership against previous general partner of the AIMCO
any claim, loss, damage, liability, action Operating Partnership), the general partner,
or expense sustained by it or them as a any officer or director of general partner
result of any act or omission done in good or the AIMCO Operating Partnership and such
faith and in accordance with sound business other persons as the general partner may
practices and in accordance with the terms designate from and against all losses,
of your partnership's agreement of limited claims, damages, liabilities, joint or
partnership, provided that such acts do not several, expenses (including legal fees),
constitute fraud, bad faith, breach of fines, settlements and other amounts
fiduciary duty, gross negligence or incurred in connection with any actions
intentional misconduct. relating to the operations of the AIMCO
Operating
</TABLE>

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<PAGE> 81
YOUR PARTNERSHIP AIMCO OPERATING PARTNERSHIP
<TABLE>
<S> <C>
Partnership, as set forth in the AIMCO
Operating Partnership Agreement. The
Delaware Limited Partnership Act provides
that subject to the standards and
restrictions, if any, set forth in its
partnership agreement, a limited partnership
may, and shall have the power to, indemnify
and hold harmless any partner or other
person from and against any and all claims
and demands whatsoever. It is the position
of the Securities and Exchange Commission
and certain state securities administrations
that indemnification of directors and
officers for liabilities arising under the
Securities Act is against public policy and
is unenforceable pursuant to Section 14 of
the Securities Act of 1933 and their
respective state securities laws.
</TABLE>

Anti-Takeover Provisions

Under your partnership's agreement of Except in limited circumstances, the general
limited partnership, a general partner of partner has exclusive management power over
your partnership may be removed for cause, the business and affairs of the AIMCO
exercisable upon written notice upon the Operating Partnership. The general partner
written consent or affirmative vote of all may not be removed as general partner of the
of the limited partners or, under certain AIMCO Operating Partnership by the OP
circumstances, the limited partners owning Unitholders with or without cause. Under the
75% or more of the limited partnership units AIMCO Operating Partnership Agreement, the
outstanding. If there are no remaining general partner may, in its sole discretion,
general partners, all of the limited part- prevent a transferee of an OP Unit from
ners or holders of 75% of more the limited becoming a substituted limited partner
partnership units, under certain pursuant to the AIMCO Operating Partnership
circumstances, may elect a substitute Agreement. The general partner may exercise
general partner. A general partner may sell this right of approval to deter, delay or
up to 50% of its interest owned at the time hamper attempts by persons to acquire a
of formation with the consent of at least controlling interest in the AIMCO Operating
51% of the limited partners. A limited Partnership. Additionally, the AIMCO
partner may not transfer his interests in Operating Partnership Agreement contains
your partnership without the consent of the restrictions on the ability of OP
general partner. Unitholders to transfer their OP Units. See
"Description of OP Units -- Transfers and
Withdrawals" in the accompanying Prospectus.
</TABLE>

Amendment of Your Partnership Agreement

Amendments to your partnership's agreement With the exception of certain circumstances
of limited partnership may be proposed by set forth in the AIMCO Operating Partnership
the general partner of your partnership or Agreement, whereby the general partner may,
by limited partners owning at least 10% of without the consent of the OP Unitholders,
the then outstanding limited partnership amend the AIMCO Operating Partnership
interests. Such amendments will be passed if Agreement, amendments to the AIMCO Operating
within ninety days of submission to the Partnership Agreement require the consent of
limited partners, the limited partners the holders of a majority of the outstanding
owning 51% of the outstanding units consent. Common OP Units, excluding AIMCO and certain
However, no amendment may reduce the rights other limited exclusions (a "Majority in
or interests or enlarge the obligations of Interest"). Amendments to the AIMCO
the limited partners. The general partner Operating Partnership Agreement may be
may amend your partnership's agreement of proposed by the
</TABLE>

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YOUR PARTNERSHIP AIMCO OPERATING PARTNERSHIP
<TABLE>
<S> <C>
limited partnership as required by law, general partner or by holders of a Majority
admit limited partners or is necessary to in Interest. Following such proposal, the
effect changes which do not adversely affect general partner will submit any proposed
the rights or increase the obligations of amendment to the OP Unitholders. The general
limited partners. partner will seek the written consent of the
OP Unitholders on the proposed amendment or
will call a meeting to vote thereon. See
"Description of OP Units -- Amendment of the
AIMCO Operating Partnership Agreement" in
the accompanying Prospectus.
</TABLE>

Compensation and Fees

In addition to the right to distributions in The general partner does not receive
respect of its partnership interest and compensation for its services as general
reimbursement for all fees and expenses as partner of the AIMCO Operating Partnership.
set forth in your partnership's agreement of However, the general partner is entitled to
limited partnership, the general partner payments, allocations and distributions in
receives 28.58% of the remaining Cash Flow its capacity as general partner of the AIMCO
after distributions of 12% per annum of each Operating Partnership. In addition, the
limited partner's capital contribution has AIMCO Operating Partnership is responsible
been made to each limited partner. Moreover, for all expenses incurred relating to the
the general partner or certain affiliates AIMCO Operating Partnership's ownership of
may be entitled to compensation for its assets and the operation of the AIMCO
additional services rendered. Operating Partnership and reimburses the
general partner for such expenses paid by
the general partner. The employees of the
AIMCO Operating Partnership receive
compensation for their services.
</TABLE>

Liability of Investors

Under your partnership's agreement of Except for fraud, willful misconduct or
limited partnership, no limited partner is gross negligence, no OP Unitholder has
bound by or personally liable for any of the personal liability for the AIMCO Operating
expenses, liabilities or obligation of your Partnership's debts and obligations, and
partnership beyond the amount contributed by liability of the OP Unitholders for the
the limited partner to the capital of your AIMCO Operating Partnership's debts and
partnership, its notes for capital obligations is generally limited to the
contributions to your partnership and the amount of their investment in the AIMCO
limited partner's share of undistributed Operating Partnership. However, the
profits of your partnership. limitations on the liability of limited
partners for the obligations of a limited
partnership have not been clearly
established in some states. If it were
determined that the AIMCO Operating Part-
nership had been conducting business in any
state without compliance with the applicable
limited partnership statute, or that the
right or the exercise of the right by the
holders of OP Units as a group to make
certain amendments to the AIMCO Operating
Partnership Agreement or to take other
action pursuant to the AIMCO Operating
Partnership Agreement constituted
participation in the "control" of the AIMCO
Operating Partnership's business, then a
holder of OP Units could be held liable
under certain circumstances for the AIMCO
Operating Partnership's obligations to the
same extent as the general partner.
</TABLE>

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YOUR PARTNERSHIP AIMCO OPERATING PARTNERSHIP

Fiduciary Duties

Your partnership's agreement of limited Unless otherwise provided for in the
partnership provides that any partner or relevant partnership agreement, Delaware law
affiliate may engage in or possess an generally requires a general partner of a
interest in other business ventures of any Delaware limited partnership to adhere to
nature and description, including the fiduciary duty standards under which it owes
acquisition, ownership, financing, leasing, its limited partners the highest duties of
operation, management, syndication, good faith, fairness and loyalty and which
brokerage, sale, construction and generally prohibit such general partner from
development of real property, and neither taking any action or engaging in any
your partnership nor any other partners transaction as to which it has a conflict of
shall have any rights in or to such interest. The AIMCO Operating Partnership
independent venture or the income or profits Agreement expressly authorizes the general
derived therefrom. Moreover, the general partner to enter into, on behalf of the
partner is not required to devote all of AIMCO Operating Partnership, a right of
their time or business efforts to the first opportunity arrangement and other
affairs of your partnership, but they are conflict avoidance agreements with various
required to devote so much time and atten- affiliates of the AIMCO Operating
tion to your partnership as is reasonably Partnership and the general partner, on such
necessary and advisable to manage the terms as the general partner, in its sole
affairs of your partnership to be the best and absolute discretion, believes are
advantage of your partnership. advisable. The AIMCO Operating Partnership
Agreement expressly limits the liability of
In general, your partnership's agreement of the general partner by providing that the
limited partnership and the AIMCO Operating general partner, and its officers and
Partnership Agreement have limitations on directors will not be liable or accountable
the liability of the general partner but in damages to the AIMCO Operating
such limitations differ and provide more Partnership, the limited partners or as-
protection for the general partner of the signees for errors in judgment or mistakes
AIMCO Operating Partnership. of fact or law or of any act or omission if
the general partner or such director or
officer acted in good faith. See
"Description of OP Units -- Fiduciary
Responsibilities" in the accompanying
Prospectus.
</TABLE>

Federal Income Taxation

In general, there are no material The AIMCO Operating Partnership is not
differences between the taxation of your subject to Federal income taxes. Instead,
partnership and the AIMCO Operating each holder of OP Units includes in income
Partnership. its allocable share of the AIMCO Operating
Partnership's taxable income or loss when it
determines its individual Federal income tax
liability.
Income and loss from the AIMCO Operating
Partnership may be subject to the passive
activity limitations. If an investment in an
OP Unit is treated as a passive activity,
income and loss from the AIMCO Operating
Partnership generally can be offset against
income and loss from other investments that
constitute "passive activities" (unless the
AIMCO Operating Partnership is considered a
"publicity traded partnership", in which
case income and loss from the AIMCO
Operating Partnership can only be offset
against other income and loss from the AIMCO
Operating Partnership). Income of the AIMCO
Operating Partnership, however, attributable
to
</TABLE>

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YOUR PARTNERSHIP AIMCO OPERATING PARTNERSHIP
<TABLE>
<S> <C>
dividends from the Management Subsidiaries
(as defined below) or interest paid by the
Management Subsidiaries does not qualify as
passive activity income and cannot be offset
against losses from "passive activities."
Cash distributions by the AIMCO Operating
Partnership are not taxable to a holder of
OP Units except to the extent they exceed
such Partner's basis in its interest in the
AIMCO Operating Partnership (which will
include such OP Unitholder's allocable share
of the AIMCO Operating Partnership's nonre-
course debt).
Each year, OP Unitholders receive a Schedule
K-1 tax form containing tax information for
inclusion in preparing their Federal income
tax returns.
OP Unitholders are required, in some cases,
to file state income tax returns and/or pay
state income taxes in the states in which
the AIMCO Operating Partnership owns
property or transacts business, even if they
are not residents of those states. The AIMCO
Operating Partnership may be required to pay
state income taxes in certain states.
</TABLE>

COMPARISON OF YOUR UNITS AND AIMCO OP UNITS

YOUR UNITS PREFERRED OP UNITS COMMON OP UNITS

Nature of Investment

The partnership interests in your The Preferred OP Units constitute The Common OP Units constitute
partnership constitute equity in- equity interests entitling each equity interests entitling each OP
terests entitling each partner to holder of Preferred OP Units, when Unitholder to such partner's pro
its pro rata share of and as declared by the board of rata share of cash distributions
distributions to be made to the directors of the general partner made from Available Cash (as such
partners of your partnership. of the AIMCO Operating Part- term is defined in the AIMCO
nership, quarterly cash distribu- Operating Partnership Agreement)
tion at a rate of $0.50 per to the partners of the AIMCO
Preferred OP Unit, subject to ad- Operating Partnership. To the
justments from time to time on or extent the AIMCO Operating
after the fifth anniversary of the Partnership sells or refinances
issue date of the Preferred OP its assets, the net proceeds
Units. therefrom generally will be re-
tained by the AIMCO Operating
Partnership for working capital
and new investments rather than
being distributed to the
</TABLE>

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YOUR UNITS PREFERRED OP UNITS COMMON OP UNITS
<TABLE>

<S> <C> <C>
OP Unitholders (including AIMCO).
</TABLE>

Voting Rights

Under your partnership's Except as otherwise required Under the AIMCO Operating
agreement of limited by applicable law or in the Partnership Agreement, the
partnership, limited AIMCO Operating Partnership OP Unitholders have voting
partners have voting rights Agreement, the holders of rights only with respect to
in certain circumstances and the Preferred OP Units will certain limited matters such
are not deemed to take part have the same voting rights as certain amendments and
in the control of your as holders of the Common OP termination of the AIMCO
partnership by virtue of Units. See "Description of Operating Partnership
their voting rights. If a OP Units" in the accompany- Agreement and certain
court of competent ing Prospectus. So long as transactions such as the
jurisdiction determines or any Preferred OP Units are institution of bankruptcy
the opinion of counsel which outstanding, in addition to proceedings, an assignment
is reasonably satisfactory any other vote or consent of for the benefit of creditors
to the holders of 51% of the partners required by law or and certain transfers by the
outstanding units is by the AIMCO Operating general partner of its
obtained that the approval Partnership Agreement, the interest in the AIMCO
of the following transac- affirmative vote or consent Operating Partnership or the
tions by less than all of of holders of at least 50% admission of a successor
the limited partners will of the outstanding Preferred general partner.
not be deemed to be control OP Units will be necessary
of your partnership by the for effecting any amendment Under the AIMCO Operating
limited partners, the hold- of any of the provisions of Partnership Agreement, the
ers of a majority of the the Partnership Unit general partner has the
then outstanding units may Designation of the Preferred power to effect the
amend your partnership's OP Units that materially and acquisition, sale, transfer,
agreement of limited adversely affects the rights exchange or other
partnership and dissolve of or preferences of the disposition of any assets of
your partnership. If the holders of the Preferred OP the AIMCO Operating
foregoing conditions are Units. The creation or Partnership (including, but
satisfied, the limited issuance of any class or not limited to, the exercise
partners owning at least 75% series of partnership units, or grant of any conversion,
of the outstanding units may including, without option, privilege or
also remove a general limitation, any partner- subscription right or any
partner and elect a ship units that may have other right available in
substitute general partner rights senior or superior to connection with any assets
in the event there is no the Preferred OP Units, at any time held by the
remaining general partner. shall not be deemed to AIMCO Operating Partnership)
However, if such showing is materially adversely affect or the merger,
not made, all of the above the rights or preferences of consolidation,
issues will require the ap- the holders of Preferred OP reorganization or other
proval of all of the limited Units. With respect to the combination of the AIMCO
partners. The holders of a exercise of the above Operating Partnership with
majority of the then described voting rights, or into another entity, all
outstanding must approve the each Preferred OP Units without the consent of the
sale of your partnership's shall have one (1) vote per OP Unitholders.
property and the sale by the Preferred OP Unit.
general partner of its The general partner may
general partner interests. cause the dissolution of the
AIMCO Operating Partnership
The last remaining general by an "event of withdrawal,"
partner may cause the as defined in the Delaware
dissolution of the your Limited Partnership Act
partnership by retiring, (including, without limi-
unless the limited partners tation, bankruptcy), unless,
owning more the 75% of the within 90 days after the
then outstanding units elect with-
to continue your partnership
and elect a
</TABLE>

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YOUR UNITS PREFERRED OP UNITS COMMON OP UNITS
<TABLE>
<S> <C> <C>
new general partner within drawal, holders of a
sixty days of the "majority in interest," as
retirement. defined in the Delaware
Limited Partnership Act,
In general, you have greater agree in writing, in their
voting rights in your sole and absolute
partnership than you will discretion, to continue the
have as an OP Unitholder. OP business of the AIMCO
Unitholders can not remove Operating Partnership and to
the general partner of the the appointment of a
AIMCO Operating Partnership. successor general partner.
The general partner may
elect to dissolve the AIMCO
Operating Partnership in its
sole and absolute
discretion, with or without
the consent of the OP
Unitholders. See "Descrip-
tion of OP
Units -- Dissolution and
Winding Up" in the accom-
panying Prospectus.
OP Unitholders cannot remove
the general partner of the
AIMCO Operating Partnership
with or without cause.
</TABLE>

Distributions

Your partnership's agreement Holders of Preferred OP Subject to the rights of
of limited partnership Units will be entitled to holders of any outstanding
specifies how the cash receive, when and as Preferred OP Units, the
available for distribution, declared by the board of AIMCO Operating Partnership
whether arising from directors of the general Agreement requires the
operations or sales or partner of the AIMCO general partner to cause the
refinancing, is to be shared Operating Partnership, AIMCO Operating Partnership
among the partners. The quarterly cash distributions to distribute quarterly all,
general partner of your at the rate of $0.50 per or such portion as the
partnership annually Preferred OP Unit; provided, general partner may in its
distributes substantially however, that at any time sole and absolute discretion
all of your partnership's and from time to time on or determine, of Available Cash
Cash Flow (as defined in after the fifth anniversary (as defined in the AIMCO
your partnership's agreement of the issue date of the Operating Partnership
of limited partnership) with Preferred OP Units, the Agreement) generated by the
each partner receiving their AIMCO Operating Partnership AIMCO Operating Partnership
pro rata share in accordance may adjust the annual during such quarter to the
with their ownership of distribution rate on the general partner, the special
units. Such distributions Preferred OP Units to the limited partner and the
are made at convenient lower of (i) 2.00% plus the holders of Common OP Units
period intervals, not less annual interest rate then on the record date es-
than quarterly, within sixty applicable to U.S. Treasury tablished by the general
days after the close of the notes with a maturity of partner with respect to such
quarter. Any proceeds re- five years, and (ii) the quarter, in accordance with
ceived from the sale or annual dividend rate on the their respective interests
refinancing of your most recently issued AIMCO in the AIMCO Operating
partnership's property is non-convertible preferred Partnership on such record
distributed in accordance stock which ranks on a date. Holders of any other
with your partnership's parity with its Class H Preferred OP Units issued in
agreement of limited Cumulative Preferred Stock. the future may have priority
partnership. The distribu- Such distributions will be over the
tions payable to the cumulative from the date of
partners are not fixed in origi-
amount and depend
</TABLE>

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<PAGE> 87
YOUR UNITS PREFERRED OP UNITS COMMON OP UNITS
<TABLE>
<S> <C> <C>
upon the operating results nal issue. Holders of general partner, the special
and net sales or refinancing Preferred OP Units will not limited partner and holders
proceeds available from the be entitled to receive any of Common OP Units with
disposition of your distributions in excess of respect to distributions of
partnership's assets. Your cumulative distributions on Available Cash,
partnership has not made the Preferred OP Units. No distributions upon
distributions in the past interest, or sum of money in liquidation or other
and is not projected to make lieu of interest, shall be distributions. See "Per
distributions in 1999. payable in respect of any Share and Per Unit Data" in
distribution payment or pay- the accompanying Prospectus.
ments on the Preferred OP
Units that may be in The general partner in its
arrears. sole and absolute discretion
may distribute to the OP
When distributions are not Unitholders Available Cash
paid in full upon the on a more frequent basis and
Preferred OP Units or any provide for an appropriate
Parity Units (as defined record date.
below), all distributions
declared upon the Preferred The AIMCO Operating Partner-
OP Units and any Parity ship Agreement requires the
Units shall be declared general partner to take such
ratably in proportion to the reasonable efforts, as
respective amounts of determined by it in its sole
distributions accumulated, and absolute discretion and
accrued and unpaid on the consistent with AIMCO's
Preferred OP Units and such qualification as a REIT, to
Parity Units. Unless full cause the AIMCO Operating
cumulative distributions on Partnership to distribute
the Preferred OP Units have sufficient amounts to en-
been declared and paid, able the general partner to
except in limited circum- transfer funds to AIMCO and
stances, no distributions enable AIMCO to pay stock-
may be declared or paid or holder dividends that will
set apart for payment by the (i) satisfy the requirements
AIMCO Operating Partnership for qualifying as a REIT
and no other distribution of under the Code and the
cash or other property may Treasury Regulations and
be declared or made, (ii) avoid any Federal
directly or indirectly, by income or excise tax
the AIMCO Operating liability of AIMCO. See
Partnership with respect to "Description of OP
any Junior Units (as de- Units -- Distributions" in
fined below), nor shall any the accompanying Prospectus.
Junior Units be redeemed,
purchased or otherwise
acquired for considera-
tion, nor shall any other
cash or other property be
paid or distributed to or
for the benefit of holders
of Junior Units. See
"Description of Preferred OP
Units -- Distributions."
</TABLE>

Liquidity and Transferability/Redemption Rights

A limited partner may There is no public market There is no public market
transfer his interests if for the Preferred OP Units for the OP Units. The AIMCO
the transferee is a citizen and the Preferred OP Units Operating Partnership
and resident of the U.S., are not listed on any Agreement restricts the
the transferor provides an securities exchange. The transferability of the
opinion
</TABLE>

S-84
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<TABLE>
<CAPTION>
YOUR UNITS PREFERRED OP UNITS COMMON OP UNITS
<S> <C> <C>
that such transfer is made Preferred OP Units are OP Units. Until the
in compliance with the subject to restrictions on expiration of one year from
securities law, the transfer as set forth in the the date on which an OP
transferee makes the rep- AIMCO Operating Partnership Unitholder acquired OP
resentations required by Agreement. Units, subject to certain
your partnership's agreement exceptions, such OP
of limited partnership and Pursuant to the AIMCO Unitholder may not transfer
the managing general partner Operating Partnership all or any portion of its OP
consents, which consent may Agreement, until the Units to any transferee
be withheld in its sole expiration of one year from without the consent of the
discretion and will be the date on which a holder general partner, which
withheld if in the opinion of Preferred OP Units consent may be withheld in
of counsel, such transfer acquired Preferred OP Units, its sole and absolute
would result in the subject to certain discretion. After the
termination of your exceptions, such holder of expiration of one year, such
partnership for tax Preferred OP Units may not OP Unitholder has the right
purposes. However, in order transfer all or any portion to transfer all or any
for such transferee to be of its Preferred OP Units to portion of its OP Units to
substituted for the any transferee without the any person, subject to the
transferor, in addition to consent of the general satisfaction of certain con-
the foregoing requirements, partner, which consent may ditions specified in the
a written instrument be withheld in its sole and AIMCO Operating Partnership
evidencing the transfer must absolute discretion. After Agreement, including the
be duly executed and ac- the expiration of one year, general partner's right of
knowledged, the transfer fee such holders of Preferred OP first refusal. See
must be paid, the general Units has the right to "Description of OP Units --
partner must consent, which transfer all or any portion Transfers and Withdrawals"
may be withheld in its sole of its Preferred OP Units to in the accompanying
discretion and such other any person, subject to the Prospectus.
requirements as are set satisfaction of certain
forth in your partnership's conditions specified in the After the first anniversary
agreement of limited AIMCO Operating Partner- of becoming a holder of
partnership must be ship Agreement, including Common OP Units, an OP
satisfied. the general partner's right Unitholder has the right,
There are no redemption of first refusal. subject to the terms and
rights associated with your conditions of the AIMCO
units. After a one-year holding Operating Partnership
period, a holder may redeem Agreement, to require the
Preferred OP Units and AIMCO Operating Partnership
receive in exchange to redeem all or a portion
therefor, at the AIMCO Oper- of the Common OP Units held
ating Partnership's option, by such party in exchange
(i) subject to the terms of for a cash amount based on
any Senior Units (as defined the value of shares of Class
below), cash in an amount A Common Stock. See
equal to the Liquidation "Description of OP
Preference of the Preferred Units -- Redemption Rights"
OP Units tendered for in the accompanying
redemption, (ii) a number of Prospectus. Upon receipt of
shares of Class A Common a notice of redemption, the
Stock of AIMCO that is equal AIMCO Operating Partnership
in Value to the Liquidation may, in its sole and
Preference of the Preferred absolute discretion but
OP Units tendered for subject to the restrictions
redemption, or (iii) for on the ownership of Class A
Preferred OP Units redeemed Common Stock imposed under
after a two-year holding AIMCO's charter and the
period, a number of shares transfer restrictions and
of Class I Preferred Stock other limitations thereof,
of AIMCO that pay an elect to cause AIMCO to
aggregate amount of acquire some or all of the
dividends tendered Common OP Units in
</TABLE>

S-85
<PAGE> 89
YOUR UNITS PREFERRED OP UNITS COMMON OP UNITS
<TABLE>

<S> <C> <C>
equivalent to the exchange for Class A Common
distributions on the Stock, based on an exchange
Preferred OP Units tendered ratio of one share of Class
for redemption; provided A Common Stock for each Com-
that such shares are part of mon OP Unit, subject to
a class or series of adjustment as provided in
preferred stock that is then the AIMCO Operating
listed on the NYSE or an- Partnership Agreement.
other national securities
exchange. See "Federal
Income Tax
Consequences -- Disguised
Sales." The Preferred OP
Units may not be redeemed at
the option of the AIMCO
Operating Partnership. See
"Description of Preferred OP
Units -- Redemption."
</TABLE>

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<PAGE> 90

DESCRIPTION OF PREFERRED OP UNITS

GENERAL

The Preferred OP Units are the Class Two Partnership Preferred Units of the
AIMCO Operating Partnership.

RANKING

The Preferred OP Units will, with respect to distribution rights and rights
upon liquidation, dissolution or winding up of the AIMCO Operating Partnership,
effectively rank:(i) prior or senior to the Class I High Performance Units, the
Common OP Units and any other interest in the AIMCO Operating Partnership if the
holders of Preferred OP Units shall be entitled to the receipt of distributions
and amounts distributable upon liquidation, dissolution or winding up in
preference or priority to the holders of such interest (the Common OP Units and
such other interests are collectively referred to herein as "Junior Units");
(ii) on a parity with the Class B Partnership Preferred Units, the Class C
Partnership Preferred Units, the Class D Partnership Preferred Units, the Class
G Partnership Preferred Units, the Class H Partnership Preferred Units, the
Class J Partnership Preferred Units, the Class K Partnership Preferred Units and
with any other interest in the AIMCO Operating Partnership if the holders of
such interest and the Preferred OP Units shall be entitled to the receipt of
distributions and amounts distributable upon liquidation, dissolution or winding
up in proportion to their respective amounts of accumulated, accrued and unpaid
distributions or stated preferences, without preference or priority of one over
the other ("Parity Units"); and (iii) junior to the Class F Partnership
Preferred Units, the Class One Partnership Preferred Units and any other
interest in the AIMCO Operating Partnership if the holders of such interest
shall be entitled to the receipt of distributions or amounts distributable upon
liquidation, dissolution or winding up in preference or priority to the holders
of the Preferred OP Units ("Senior Units"). Junior Units, Parity Units and
Senior Units may be issued from time to time by the AIMCO Operating Partnership
without any approval or consent by holders of the Preferred OP Units.

Although proceeds upon liquidation, dissolution or winding up of the AIMCO
Operating Partnership will be made in accordance with the positive balance of
all partners capital accounts, the AIMCO Operating Partnership creates, to the
extent possible, the preference upon such events by specially allocating income,
if necessary, to the Preferred OP Units in an amount equal to their liquidation
preference.

DISTRIBUTIONS

Holders of Preferred OP Units are entitled to receive, when and as declared
by the board of directors of the general partner of the AIMCO Operating
Partnership, quarterly cash distributions at the rate of $0.50 per Preferred OP
Unit (equivalent to 8.0% per annum of the $25 stated liquidation preference);
provided, however, that at any time and from time to time on or after March 1,
2005, the AIMCO Operating Partnership may adjust the annual distribution rate on
the Preferred OP Units to the lower of (i) 2.0% plus the annual interest rate
then applicable to U.S. Treasury notes with a maturity of five years, and (ii)
the annual dividend rate on the most recently issued AIMCO non-convertible
preferred stock which ranks on a parity with its Class H Cumulative Preferred
Stock. A reduction in the distribution rate will reduce your rate of return on
the Preferred OP Units and possibly encourage you to redeem such units. Such
adjustment shall become effective upon the date the AIMCO Operating Partnership
issues a notice to such effect to the holders of the Preferred OP Units. Such
distributions are cumulative from the date of original issue, whether or not in
any distribution period or periods such distributions have been declared, and
shall be payable quarterly on February 15, May 15, August 15 and November 15 of
each year (or, if not a business day, the next succeeding business day) (each a
"Distribution Payment Date"), commencing on the first such date occurring after
the date of original issue. If the Preferred OP Units are issued on any day
other than a Distribution Payment Date, the first distribution payable on such
Preferred OP Units will be prorated for the portion of the quarterly period that
such Preferred OP Units are outstanding on the basis of twelve 30-day months and
a 360-day year. Distributions are payable in arrears to holders of record as
they appear on the records of the AIMCO Operating Partnership at the close of
business on the February 1, May 1, August 1 or

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<PAGE> 91

November 1, as the case may be, immediately preceding each Distribution Payment
Date. Holders of Preferred OP Units will not be entitled to receive any
distributions in excess of cumulative distributions on the Preferred OP Units.
No interest, or sum of money in lieu of interest, shall be payable in respect of
any distribution payment or payments on the Preferred OP Units that may be in
arrears. Holders of any Preferred OP Units that are issued after the date of
original issuance are entitled to receive the same distributions as holders of
any Preferred OP Units issued on the date of original issuance.

When distributions are not paid in full upon the Preferred OP Units or any
Parity Units, or a sum sufficient for such payment is not set apart, all
distributions declared upon the Preferred OP Units and any Parity Units shall be
declared ratably in proportion to the respective amounts of distributions
accumulated, accrued and unpaid on the Preferred OP Units and accumulated,
accrued and unpaid on such Parity Units. Except as set forth in the preceding
sentence, unless distributions on the Preferred OP Units equal to the full
amount of accumulated, accrued and unpaid distributions have been or
contemporaneously are declared and paid, or declared and a sum sufficient for
the payment thereof has been or contemporaneously is set apart for such payment,
for all past distribution periods, no distributions shall be declared or paid or
set apart for payment by the AIMCO Operating Partnership with respect to any
Parity Units. Unless full cumulative distributions (including all accumulated,
accrued and unpaid distributions) on the Preferred OP Units have been declared
and paid, or declared and set apart for payment, for all past distribution
periods, no distributions (other than distributions or distributions paid in
Junior Units or options, warrants or rights to subscribe for or purchase Junior
Units) may be declared or paid or set apart for payment by the AIMCO Operating
Partnership and no other distribution of cash or other property may be declared
or made, directly or indirectly, by the AIMCO Operating Partnership with respect
to any Junior Units, nor shall any Junior Units be redeemed, purchased or
otherwise acquired (except for a redemption, purchase or other acquisition of
Common OP Units made for purposes of an employee incentive or benefit plan of
AIMCO, the AIMCO Operating Partnership or any subsidiary) for any consideration
(or any monies be paid to or made available for a sinking fund for the
redemption of any such Junior Units), directly or indirectly, by the AIMCO
Operating Partnership (except by conversion into or exchange for Junior Units,
or options, warrants or rights to subscribe for or purchase Junior Units), nor
shall any other cash or other property be paid or distributed to or for the
benefit of holders of Junior Units. Notwithstanding the foregoing provisions of
this paragraph, the AIMCO Operating Partnership shall not be prohibited from (i)
declaring or paying or setting apart for payment any distribution on any Parity
Units or (ii) redeeming, purchasing or otherwise acquiring any Parity Units, in
each case, if such declaration, payment, redemption, purchase or other
acquisition is necessary to maintain AIMCO's qualification as a REIT.

ALLOCATION

Holders of Preferred OP Units will be allocated net income of the AIMCO
Operating Partnership in an amount equal to the distributions made on such
holder's Preferred OP Units during the taxable year. Holders of Preferred OP
Units also will generally be allocated any net loss of the AIMCO Operating
Partnership that is not allocated to holders of Common OP Units or other
interests of the AIMCO Operating Partnership.

LIQUIDATION PREFERENCE

Upon any voluntary or involuntary liquidation, dissolution or winding up of
the AIMCO Operating Partnership, before any allocation of income or gain by the
AIMCO Operating Partnership shall be made to or set apart for the holders of any
Junior Units, to the extent possible, the holders of Preferred OP Units shall be
entitled to be allocated income and gain to effectively enable them to receive a
liquidation preference (the "Liquidation Preference") of $25 per Preferred OP
Unit, plus accumulated, accrued and unpaid distributions (whether or not earned
or declared) to the date of final distribution to such holders; but such holders
shall not be entitled to any further allocation of income or gain. Until the
holders of the Preferred OP Units have been paid the Liquidation Preference in
full, no allocation of income or gain will be made to any holder of Junior Units
upon the liquidation, dissolution or winding up of the AIMCO Operating
Partnership. If, upon any liquidation, dissolution or winding up of the AIMCO
Operating Partnership, the assets of the AIMCO Operating Partnership, or
proceeds thereof, distributable among the holders of Preferred OP Units shall be

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insufficient to pay in full the above described preferential amount and
liquidating payments on any Parity Units, then following certain allocations
made by the AIMCO Operating Partnership, such assets, or the proceeds thereof,
shall be distributed among the holders of Preferred OP Units and any such Parity
Units ratably in the same proportion as the respective amounts that would be
payable on such Preferred OP Units and any such Parity Units if all amounts
payable thereon were paid in full. A voluntary or involuntary liquidation,
dissolution or winding up of the AIMCO Operating Partnership will not include a
consolidation or merger of the AIMCO Operating Partnership with one or more
partnerships, corporations or other entities, or a sale or transfer of all or
substantially all of the AIMCO Operating Partnership's assets. Upon any
liquidation, dissolution or winding up of the AIMCO Operating Partnership, after
all allocations shall have been made in full to the holders of Preferred OP
Units and any Parity Units to enable them to receive their Liquidation
Preference, any Junior Units shall be entitled to receive any and all assets
remaining to be paid or distributed, and the holders of the Preferred OP Units
and any Parity Units shall not be entitled to share therein.

REDEMPTION

The Preferred OP Units may not be redeemed at the option of the AIMCO
Operating Partnership, and will not be required to be redeemed or repurchased by
the AIMCO Operating Partnership or AIMCO except if a holder of a Preferred OP
Unit effects a redemption, as described below. The AIMCO Operating Partnership
or AIMCO may purchase Preferred OP Units from time to time in the open market,
by tender or exchange offer, in privately negotiated purchases or otherwise.
After a one-year holding period, a holder may redeem Preferred OP Units and
receive in exchange therefor, at the AIMCO Operating Partnership's option, (i)
subject to the terms of any Senior Units, cash in an amount equal to the
Liquidation Preference of the Preferred OP Units tendered for redemption, (ii) a
number of shares of Class A Common Stock of AIMCO that is equal in Value to the
Liquidation Preference of the Preferred OP Units tendered for redemption, or
(iii) for Preferred OP Units redeemed after a two-year holding period, a number
of shares of Class I Preferred Stock of AIMCO that pay an aggregate amount of
dividends equivalent to the distributions on the Preferred OP Units tendered for
redemption; provided that such shares are part of a class or series of preferred
stock that is then listed on the NYSE or another national securities exchange.
The "Value" of shares of Class A Common Stock will be determined based on a
10-day average trading price of the shares, as set forth in the AIMCO Operating
Partnership's agreement of limited partnership. Before issuing any preferred
stock upon redemption of Preferred OP Units, AIMCO will register the issuance
and sale of such shares under the Securities Act of 1933. If shares of Class I
Preferred Stock or Class A Common Stock of AIMCO are issued in exchange for any
Preferred OP Units tendered for redemption, the Preferred OP Units that are
acquired by AIMCO will be converted to a class of AIMCO Operating Partnership
units that corresponds to the class of stock so issued.

VOTING RIGHTS

Except as otherwise required by applicable law or in the AIMCO Operating
Partnership's agreement of limited partnership, the holders of the Preferred OP
Units will have the same voting rights as holders of the Common OP Units. See
"Description of OP Units" in the accompanying Prospectus. So long as any
Preferred OP Units are outstanding, in addition to any other vote or consent of
partners required by law or by the AIMCO Operating Partnership's agreement of
limited partnership, the affirmative vote or consent of holders of at least 50%
of the outstanding Preferred OP Units will be necessary for effecting any
amendment of any of the provisions of the Partnership Unit Designation of the
Preferred OP Units that materially and adversely affects the rights or
preferences of the holders of the Preferred OP Units. The creation or issuance
of any class or series of AIMCO Operating Partnership units, including, without
limitation, any AIMCO Operating Partnership units that may have rights senior or
superior to the Preferred OP Units, will not be deemed to materially adversely
affect the rights or preferences of the holders of Preferred OP Units. With
respect to the exercise of the above described voting rights, each Preferred OP
Unit will have one (1) vote per Preferred OP Unit.

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<PAGE> 93

RESTRICTIONS ON TRANSFER

Preferred OP Units will be subject to the same restrictions on transfer
applicable to Common OP Units, as set forth in the AIMCO Operating Partnership's
agreement of limited partnership.

DESCRIPTION OF CLASS I PREFERRED STOCK

The Class I Preferred Stock (a) ranks prior to the Class A Common Stock and
any other class or series of capital stock of AIMCO if the holders of the Class
I Preferred Stock are to be entitled to the receipt of dividends or of amounts
distributable upon liquidation, dissolution, and winding-up in preference or
priority to the holders of shares of such class or series ("Class I Junior
Stock"), (b) ranks on a parity with the Class B Preferred Stock, the Class C
Preferred Stock, the Class D Preferred Stock, the Class G Preferred Stock, the
Class H Preferred Stock, the Class J Preferred Stock, the Class K Preferred
Stock and with any other class or series of capital stock of AIMCO, if the
holders of such class of stock or series and the Class I Preferred Stock are
entitled to the receipt of dividends and of amounts distributable upon
liquidation, dissolution or winding-up in proportion to their respective amounts
of accrued and unpaid dividends per share or liquidation preferences, without
preference or priority one over the other ("Class I Parity Stock") and (c) ranks
junior to any class or series of capital stock of AIMCO if the holders of such
class or series are entitled to the receipt of dividends or amounts
distributable upon liquidation, dissolution or winding-up in preference or
priority to the holders of the Class I Preferred Stock ("Class I Senior Stock").

Holders of Class I Preferred Stock are entitled to receive cash dividends
at the rate of 8.0% per annum of the $25 liquidation preference (equivalent to
$2.00 per annum per share). Such dividends are cumulative from the date of
original issue, and are payable quarterly on or before January 15, April 15,
July 15 and October 15 of each year, commencing July 15, 1999. Upon any
liquidation, dissolution or winding up of AIMCO, before payment or distribution
by AIMCO may be made to or set apart for the holders of any shares of Class I
Junior Stock, the holders of Class I Preferred Stock are entitled to receive a
liquidation preference of $25 per share (the "Class I Liquidation Preference"),
plus an amount equal to all accumulated, accrued and unpaid dividends to the
date of final distribution to such holders; but such holders shall not be
entitled to any further payment. If proceeds available for distribution are
insufficient to pay the preference described above and any liquidating payments
on any other shares of any class or series of Class I Parity Stock, then such
proceeds will be distributed among the holders of Class I Preferred Stock and
any such other Class I Parity Stock ratably in the same proportion as the
respective amount that would be payable on such Class I Preferred Stock and any
such other Class I Parity Stock if all amounts payable thereon were paid in
full.

On and after March 1, 2005, AIMCO may redeem shares of Class I Preferred
Stock, in whole or in part, at a cash redemption price equal to 100% of the
Class I Liquidation Preference plus all accrued and unpaid dividends to the date
fixed for redemption. The Class I Preferred Stock has no stated maturity and is
not subject to any sinking fund or mandatory redemption provisions.

Holders of shares of Class I Preferred Stock have no voting rights, except
that if distributions on Class I Preferred Stock or any series or class of Class
I Parity Stock are in arrears for six or more quarterly periods, the number of
directors constituting the AIMCO board of directors will be increased by two and
the holders of Class I Preferred Stock (voting together as a single class with
all other shares of Class I Parity Stock, which are entitled to similar voting
rights) will be entitled to vote for the election of the two additional
directors of AIMCO at any annual meeting of stockholders or at a special meeting
of the holders of the Class I Preferred Stock called for the purpose. The
affirmative vote of the holders of two-thirds of the outstanding shares of Class
I Preferred Stock will be required to amend the AIMCO charter in any manner that
would adversely affect the rights of the holders of Class I Preferred Stock, and
to approve the issuance of any capital stock that ranks senior to the Class I
Preferred Stock with respect to payment of dividends or upon liquidation,
dissolution, winding up or otherwise.

Ownership of shares of Class I Preferred Stock by any person will be
limited such that the sum of the aggregate value of all capital stock of AIMCO
(including all shares of Class I Preferred Stock) owned directly or
constructively by such person may not exceed 8.7% (or 15% in the case of certain
pension trusts,

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<PAGE> 94

registered investment companies and Mr. Considine) of the aggregate value of all
shares of capital stock of AIMCO over (ii) the aggregate value of all shares of
capital stock of AIMCO (the "Class I Preferred Ownership Limit"). The AIMCO
board of directors may waive such ownership limit if evidence satisfactory to
the AIMCO board of directors and AIMCO's tax counsel is presented that such
ownership will not then or in the future jeopardize AIMCO's status as a REIT. As
a condition of such waiver, the AIMCO board of directors may require opinions of
counsel satisfactory to it and/or an undertaking from the applicant with respect
to preserving the REIT status of AIMCO. If shares of Class I Preferred Stock in
excess of the Class I Preferred Ownership Limit, or shares of Class I Preferred
Stock which would result in AIMCO being "closely held," within the meaning of
Section 856(h) of the Code, or which would otherwise result in AIMCO failing to
qualify as a REIT, are issued or transferred to any person, such issuance or
transfer will be null and void to the intended transferee, and the intended
transferee would acquire no rights to the Class I Preferred Stock. Shares of
Class I Preferred Stock transferred in excess of the Class I Preferred Ownership
Limit or other applicable limitations will automatically be transferred to a
trust for the exclusive benefit of one or more qualifying charitable
organizations to be designated by AIMCO. Shares transferred to such trust will
remain outstanding, and the trustee of the trust will have all voting and
dividend rights pertaining to such shares. The trustee of such trust may
transfer such shares to a person whose ownership of such shares does not violate
the Class I Preferred Ownership Limit or other applicable limitation. Upon a
sale of such shares by the trustee, the interest of the charitable beneficiary
will terminate, and the sales proceeds would be paid, first, to the original
intended transferee, to the extent of the lesser of (a) such transferee's
original purchase price (or the original market value of such shares if
purportedly acquired by gift or devise) and (b) the price received by the
trustee, and, second, any remainder to the charitable beneficiary. In addition,
shares of Class I Preferred Stock held in such trust are purchasable by AIMCO
for a 90-day period at a price equal to the lesser of the price paid for the
Class I Preferred Stock by the original intended transferee (or the original
market value of such shares if purportedly acquired by gift or devise) and the
market price for the Class I Preferred Stock on the date that AIMCO determines
to purchase the Class I Preferred Stock. The 90-day period commences on the date
of the violative transfer or the date that the AIMCO board of directors
determines in good faith that a violative transfer has occurred, whichever is
later. All certificates representing shares of Class I Preferred Stock bear a
legend referring to the restrictions described above.

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<PAGE> 95

COMPARISON OF PREFERRED OP UNITS AND
CLASS I PREFERRED STOCK

PREFERRED OP UNITS
CLASS I PREFERRED STOCK

Nature of Investment

<TABLE>
<S> <C>
The Preferred OP Units constitute equity The Class I Preferred Stock constitutes an
interests entitling each holder of Preferred equity interest entitling each holder of
OP Units to receive, when and as declared by Class I Preferred Stock to receive, when and
the board of directors of the general as declared by the AIMCO board of directors,
partner of the AIMCO Operating Partnership, cash distribution at a rate of $2.00 per
quarterly cash distribution at a rate of annum per share.
$0.50 per Preferred OP Unit, subject to
adjustments from time to time on or after
the fifth anniversary of the issue date of
the Preferred OP Units.
</TABLE>

Voting Rights

Except as otherwise required by applicable Holders of Class I Preferred Stock do not
law or in the AIMCO Operating Partnership's have any voting rights, except as set forth
agreement of limited partnership, the below and except as otherwise required by
holders of the Preferred OP Units will have applicable law.
the same voting rights as holders of the
Common OP Units. See "Description of OP If and whenever dividends on any shares of
Units" in the accompanying Prospectus. So Class I Preferred Stock or any series or
long as any Preferred OP Units are class of Class I Parity Stock are in arrears
outstanding, in addition to any other vote for six or more quarterly periods (whether
or consent of partners required by law or by or not consecutive), the number of directors
the AIMCO Operating Partnership's agreement then constituting the AIMCO board of
of limited partnership, the affirmative vote directors shall be increased by two (if not
or consent of holders of at least 50% of the already increased by reason of similar types
outstanding Preferred OP Units will be of provisions with respect to shares of
necessary for effecting any amendment of any voting preferred stock), and the holders of
of the provisions of the Partnership Unit shares of Class I Preferred Stock, together
Designation of the Preferred OP Units that with the holders of shares of all other
materially and adversely affects the rights voting preferred stock then entitled to
or preferences of the holders of the exercise similar voting rights, voting as a
Preferred OP Units. The creation or issuance single class regardless of series, will be
of any class or series of AIMCO Operating entitled to vote for the election of two
Partnership units, including, without additional directors of AIMCO. Whenever
limitation, any AIMCO Operating Partnership dividends in arrears and dividends for the
units that may have rights senior or current quarterly dividend period have been
superior to the Preferred OP Units, will not paid or declared and set aside in respect of
be deemed to materially adversely affect the the outstanding shares of the Class I
rights or preferences of the holders of Preferred Stock and the voting preferred
Preferred OP Units. With respect to the stock, then the right of the holders of
exercise of the above described voting Class I Preferred Stock and the voting
rights, each Preferred OP Units will have preferred stock to elect such additional two
one (1) vote per Preferred OP Unit. directors will cease and the terms of office
of such directors will terminate.
The affirmative vote or consent of at least
66 2/3% of the votes entitled to be cast by
the holders of Class I Preferred Stock and
Class I Parity Stock entitled to vote on
such matters, voting as a single class, will
be required to (i) authorize, create,
increase the authorized amount of, or issue
any shares of any class of Class I Senior
Stock or any security convertible into
shares of any class of Class I Senior Stock,
or (ii) amend, alter or repeal any provision
of, or add any provision to, the AIMCO
charter or
</TABLE>

S-92
<PAGE> 96
PREFERRED OP UNITS CLASS I PREFERRED STOCK
<TABLE>
<S> <C>
by-laws, if such action would materially
adversely affect the voting powers, rights
or preferences of the holders of the Class I
Preferred Stock; provided, however, that no
such vote of the Class I Preferred
Stockholders shall be required if, at or
prior to the time such proposed change,
provisions are made for the redemption of
all outstanding shares of Class I Preferred
Stock. The amendment of the AIMCO charter to
authorize, create, increase or decrease the
authorized amount of or to issue Class I
Junior Stock, Class I Preferred Stock or any
shares of any class of Class I Parity Stock
shall not be deemed to materially adversely
affect the voting powers, rights or
preferences of the holders of Class I
Preferred Stock.
With respect to the exercise of the above
described voting rights, each share of Class
I Preferred Stock will have one vote per
share, except that when any other class or
series of preferred stock has the right to
vote with the Class I Preferred Stock as a
single class, then the Class I Preferred
Stock and such other class or series shall
have one quarter of one vote per $25 of
stated liquidation preference.
</TABLE>

Distributions

Holders of Preferred OP Units are entitled Holders of Class I Preferred Stock are
to receive, when and as declared by the entitled to receive, when and as declared by
board of directors of the general partner of the AIMCO board of directors, out of funds
the AIMCO Operating Partnership, quarterly legally available for payment, cash
cash distributions at the rate of $0.50 per dividends at the rate of $2.00 per annum per
Preferred OP Unit; provided, however, that share. Such dividends are cumulative from
at any time and from time to time on or the date of original issue. Holders of Class
after the fifth anniversary of the issue I Preferred Stock are not be entitled to
date of the Preferred OP Units, the AIMCO receive any dividends in excess of
Operating Partnership may adjust the annual cumulative dividends on the Class I
distribution rate on the Preferred OP Units Preferred Stock. No interest, or sum of
to the lower of (i) 2.00% plus the annual money in lieu of interest, shall be payable
interest rate then applicable to U.S. in respect of any dividend payment or
Treasury notes with a maturity of five payments on the Class I Preferred Stock that
years, and (ii) the annual dividend rate on may be in arrears.
the most recently issued AIMCO
non-convertible preferred stock which ranks When dividends are not paid in full upon the
on a parity with its Class H Cumulative Class I Preferred Stock or any other class
Preferred Stock. Such distributions will be or series of Class I Parity Stock, all
cumulative from the date of original issue. dividends declared upon the Class I
Holders of Preferred OP Units will not be Preferred Stock and any shares of Class I
entitled to receive any distributions in Parity Stock will be declared ratably in
excess of cumulative distributions on the proportion to the respective amounts of
Preferred OP Units. No interest, or sum of dividends accumulated, accrued and unpaid on
money in lieu of interest, shall be payable the Class I Preferred Stock and such Class I
in respect of any distribution payment or Parity Stock. Unless dividends equal to the
payments on the Preferred OP Units that may full amount of all accumulated, accrued and
be in arrears. unpaid dividends on the Class I Preferred
Stock have been paid, or declared and set
When distributions are not paid in full upon apart for payment, except in limited
the Preferred OP Units or any Parity Units, circumstances, no dividends may be declared
all or paid or set apart for
</TABLE>

S-93
<PAGE> 97
PREFERRED OP UNITS CLASS I PREFERRED STOCK
<TABLE>
<S> <C>
distributions declared upon the Preferred OP payment by AIMCO and no other distribution
Units and any Parity Units will be declared of cash or other property may be declared or
ratably in proportion to the respective made, directly or indirectly, by AIMCO with
amounts of distributions accumulated, respect to any shares of Class I Junior
accrued and unpaid on the Preferred OP Units Stock, nor shall any shares of Class I
and such Parity Units. Unless full Junior Stock be redeemed, purchased or
cumulative distributions on the Preferred OP otherwise acquired for any consideration,
Units have been declared and paid, except in nor shall any other cash or other property
limited circumstances, no distributions may be paid or distributed to or for the benefit
be declared or paid or set apart for payment of holders of shares of Class I Junior
by the AIMCO Operating Partnership and no Stock. See "Description of Class I Preferred
other distribution of cash or other property Stock -- Dividends."
may be declared or made, directly or
indirectly, by the AIMCO Operating
Partnership with respect to any Junior
Units, nor shall any Junior Units be
redeemed, purchased or otherwise acquired
for consideration, nor shall any other cash
or other property be paid or distributed to
or for the benefit of holders of Junior
Units. See "Description of Preferred OP
Units -- Distributions."
</TABLE>

Liquidity and Transferability/Redemption

There is no public market for the Preferred Ownership of shares of Class I Preferred
OP Units and the Preferred OP Units are not Stock by any person will be limited such
listed on any securities exchange. The that the sum of the aggregate value of all
Preferred OP Units are subject to certain equity stock (including all shares of Class
restrictions on transferability set forth in I Preferred Stock) owned directly or
the AIMCO Operating Partnership Agreement. constructively by such person may not exceed
8.7% (or 15% in the case of certain parties)
Pursuant to the AIMCO Operating of the aggregate value of all outstanding
Partnership's agreement of limited shares of equity stock. Further, certain
partnership, until the expiration of one transfers which may have the effect of
year from the date on which a holder of causing AIMCO to lose its status as a REIT
Preferred OP Units acquired Preferred OP are void ab initio.
Units, subject to certain exceptions, such
holder of Preferred OP Units may not If any transfer of Class I Preferred Stock
transfer all or any portion of its Preferred occurs which, if effective, would result in
OP Units to any transferee without the any person beneficially or constructively
consent of the general partner, which owning Class I Preferred Stock in excess or
consent may be withheld in its sole and in violation of the Class I Preferred
absolute discretion. After the expiration of Ownership Limit, such shares of Class I
one year, such holders of Preferred OP Units Preferred Stock in excess of the Class I
has the right to transfer all or any portion Preferred Ownership Limit will be
of its Preferred OP Units to any person, automatically transferred to a trustee in
subject to the satisfaction of certain his capacity as trustee of a trust for the
conditions specified in the AIMCO Operating exclusive benefit of one or more charitable
Partnership's agreement of limited beneficiaries designated by AIMCO, and the
partnership, including the general partner's prohibited transferee will generally have no
right of first refusal. rights in such shares, except upon sale of
the shares by the trustee. The trustee will
After a one-year holding period, a holder have all voting rights and rights to
may redeem Preferred OP Units and receive in dividends with respect to shares of Class I
exchange therefor, at the AIMCO Operating Preferred Stock held in the trust, which
Partnership's option, (i) subject to the rights will be exercised for the benefit of
terms of any Senior Units, cash in an amount the charitable beneficiaries.
equal to the Liquidation Preference of the
Preferred OP Units tendered for The trustee may sell the Class I Preferred
Stock held
</TABLE>

S-94
<PAGE> 98
PREFERRED OP UNITS CLASS I PREFERRED STOCK
<TABLE>
<S> <C>
redemption, (ii) a number of shares of Class in the trust to AIMCO or a person,
A Common Stock of AIMCO that is equal in designated by the trustee, whose ownership
value to the Liquidation Preference of the of the Class I Preferred Stock will not
Preferred OP Units tendered for redemption, violate the Class I Preferred Ownership
or (iii) for Preferred OP Units redeemed Limit. Upon such sale, the interest of the
after a two-year holding period, a number of charitable beneficiaries in the shares sold
shares of Class I Preferred Stock of AIMCO will terminate and the trustee will
that pay an aggregate amount of dividends distribute to the prohibited transferee, the
equivalent to the distributions on the lesser of (i) the price paid by the
Preferred OP Units tendered for redemption; prohibited transferee for the shares or if
provided that such shares are part of a the prohibited transferee did not give value
class or series of preferred stock that is for the shares in connection with the event
then listed on the NYSE or another national causing the shares to be held in the trust,
securities exchange. See "Federal Income Tax the market price of such shares on the day
Consequences -- Disguised Sales." The of the event causing the shares to be held
Preferred OP Units may not be redeemed at in the trust and (ii) the price per share
the option of the AIMCO Operating received by the trustee from the sale or
Partnership. See "Description of Preferred other disposition of the shares held in the
OP Units -- Redemption." trust. Any proceeds in excess of the amount
payable to the prohibited transferee will be
payable to the charitable beneficiaries.
On and after March 1, 2005, AIMCO may, at
its option, redeem shares of Class I
Preferred Stock, in whole or from time to
time in part, at a cash redemption price
equal to 100% of the Class I Liquidation
Preference plus all accumulated, accrued and
unpaid dividends to the date fixed for
redemption. If full cumulative dividends on
all outstanding shares of Class I Preferred
Stock have not been paid or declared and set
apart for payment, no shares of Class I
Preferred Stock may be redeemed unless all
outstanding shares of Class I Preferred
Stock are simultaneously redeemed and
neither AIMCO nor any of its affiliates may
purchase or acquire shares of Class I
Preferred Stock otherwise than pursuant to a
purchase or exchange offer made on the same
terms to all holders of Class I Preferred
Stock. The redemption price for the Class I
Preferred Stock (other than any portion
thereof consisting of accumulated, accrued
and unpaid dividends) will be payable solely
with the proceeds from the sale by AIMCO of
capital stock of AIMCO or the sale by the
AIMCO Operating Partnership of partnership
interests in the AIMCO Operating Partnership
(whether or not such sale occurs
concurrently with such redemption).
</TABLE>

S-95
<PAGE> 99

CONFLICTS OF INTEREST

CONFLICTS OF INTEREST WITH RESPECT TO THE OFFER

The general partner of your partnership became a majority-owned subsidiary
of AIMCO on October 1, 1998, when AIMCO merged with Insignia. Your general
partner became a wholly owned subsidiary on February 26, 1999 of AIMCO when IPT
merged with AIMCO. Accordingly, the general partner of your partnership has
substantial conflicts of interest with respect to the offer. The general partner
of your partnership has a fiduciary obligation to obtain a fair offer price for
you, even as a subsidiary of AIMCO. It also has a duty to remove the property
manager for your partnership's property, under certain circumstances, even
though the property manager is also an affiliate of AIMCO. The conflicts of
interest include the fact that a decision to remove, for any reason, the general
partner of your partnership from its current position as a general partner of
your partnership would result in a decrease or elimination of the substantial
management fees paid to an affiliate of the general partner of your partnership
for managing your partnership property. Additionally, we desire to purchase
units at a low price and you desire to sell units at a high price. The general
partner of your partnership makes no recommendation as to whether you should
tender or refrain from tendering your units. Such conflicts of interest in
connection with the offer and the operation of AIMCO differ from those conflicts
of interest that currently exist for your partnership. See "Risk
Factors -- Risks to Unitholders Who Tender Their Units in the Offer -- Conflicts
of Interest with Respect to the Offer."

CONFLICTS OF INTEREST THAT CURRENTLY EXIST FOR YOUR PARTNERSHIP

We own the general partner of your partnership and the manager of your
partnership's property. The general partner of your partnership receives 28.58%
of the remaining Cash Flow after distributions of 12% per annum of each limited
partner's capital contribution has been made to each limited partner and may
receive reimbursement for expenses generated in its capacity as general partner
from your partnership. The property manager received management fees of $57,825
in 1996, $57,535 in 1997 and $118,437 in 1998. The AIMCO Operating Partnership
has no current intention of changing the fee structure for the manager of your
partnership's property.

COMPETITION AMONG PROPERTIES

Because AIMCO and your partnership both invest in apartment properties,
these properties may compete with one another for tenants. AIMCO's policy is to
limit its management to properties which do not compete with one another.
Furthermore, you should bear in mind that AIMCO anticipates acquiring properties
in general market areas where your partnership property is located. It is
believed that this concentration of properties in a general market area will
facilitate overall operations through collective advertising efforts and other
operational efficiencies. In managing AIMCO's properties, the AIMCO Operating
Partnership will attempt to reduce such conflicts between competing properties
by referring prospective customers to the property considered to be most
conveniently located for the customer's needs.

FEATURES DISCOURAGING POTENTIAL TAKEOVERS

Certain provisions of AIMCO's governing documents, as well as statutory
provisions under certain state laws, could be used by AIMCO's management to
delay, discourage or thwart efforts of third parties to acquire control of, or a
significant equity interest in, AIMCO and the AIMCO Operating Partnership. See
"Comparison of Your Partnership and the AIMCO Operating Partnership." AIMCO's
Charter limits ownership of its common stock by any single shareholder to 8.7%
of the outstanding shares (or 15% in the case of certain pension trusts,
registered investment companies and AIMCO's Chairman, Terry Considine). The 8.7%
ownership limit may have the effect of precluding acquisition of control of us
by a third party without the consent of our Board of Directors. Under AIMCO's
Charter, the Board of Directors has the authority to classify and reclassify any
of its unissued shares of capital stock into shares of preferred stock with such
preferences, rights, powers and restrictions as the Board of Directors may
determine. The authorization and issuance of preferred stock could have the
effect of delaying or preventing someone from taking control of us, even if a
change in control were in our shareholders' best interests. As a Maryland
corporation, AIMCO is

S-96
<PAGE> 100

subject to various Maryland laws which may have the effect of discouraging
offers to acquire us and of increasing the difficulty of consummating any such
offers, even if our acquisition would be in our shareholders' best interests.
The Maryland General Corporation Law restricts mergers and other business
combination transactions between us and any person who acquires beneficial
ownership of shares of our stock representing 10% or more of the voting power
without our Board of Directors' prior approval. Any such business combination
transaction could not be completed until five years after the person acquired
such voting power, and only with the approval of shareholders representing 80%
of all votes entitled to be cast and 66% of the votes entitled to be cast,
excluding the interested shareholder. Maryland law also provides that a person
who acquires shares of our stock that represent 20% or more of the voting power
in electing directors will have no voting rights unless approved by a vote of
two-thirds of the shares eligible to vote.

FUTURE EXCHANGE OFFERS

If the results of operations were to improve for your partnership under
AIMCO's management, AIMCO might be required to pay a higher price for any future
exchange offers it may make for units of your partnership. Although we have no
current plans to conduct future exchange offers for your units, our plans may
change based on future circumstances. However, we will not acquire any
additional units for a period of at least one year after expiration of the
offer. Any such future offers that we might make could be for consideration that
is more or less than the consideration we are currently offering.

SOURCE AND AMOUNT OF FUNDS AND TRANSACTIONAL EXPENSES

The AIMCO Operating Partnership expects that approximately $369,705 will be
required to purchase all of the units sought in the offer, if such units are
tendered for cash excluding expenses as itemized below. The AIMCO Operating
Partnership will obtain all such funds from cash from operations, equity
issuances and short term borrowings. The AIMCO Operating Partnership will pay
all of the costs of the offer and not your partnership.

Below is an itemized statement of the estimated expenses incurred and to be
incurred in the offer by the AIMCO Operating Partnership:

<TABLE>
<S> <C>
Information Agent Fees...................................... $ 5,000
Accountant's Fees........................................... $ 5,000
Legal Fees.................................................. $10,000
Printing Fees............................................... $10,000
Stanger's Fees.............................................. $ 9,000
Other....................................................... $11,000
-------
Total....................................................... $50,000
=======
</TABLE>

If funds are borrowed to consummate the offer, we intend to use our amended
and restated credit agreement with Bank of America National Trust and Savings
Association ("Bank of America") and BankBoston, N.A. The credit agreement
provides a revolving credit facility of up to $100 million, including a swing
line of up to $30 million. The AIMCO Operating Partnership is the borrower under
the credit facility, and all obligations thereunder are guaranteed by AIMCO and
certain of its subsidiaries. The annual interest rate under the credit facility
is based on either LIBOR Bank of America's reference rate, at the election of
the Company, plus, an applicable margin. The AIMCO Operating Partnership elects
which interest rate will be applicable to particular borrowings under the credit
facility. The margin ranges between 1.25% and 2.0% in the case of LIBOR-based
loans and between 0.75% and 1.25% in the case of base rate loans, depending upon
a ratio of the AIMCO Operating Partnership's consolidated unsecured indebtedness
to the value of certain unencumbered assets. The credit facility matures on
September 30, 1999 unless extended, at the discretion of the lenders. The credit
facility provides for the conversion of the revolving facility into a three year
term loan. The availability of funds to the AIMCO Operating Partnership under
the credit facility is subject to certain borrowing base restrictions and other
customary restrictions, including compliance with financial and other

S-97
<PAGE> 101

covenants thereunder. The financial covenants require the AIMCO Operating
Partnership to maintain a ratio of debt to gross asset value of no more than
0.55 to 1.0, an interest coverage ratio of 2.25 to 1.0 and a fixed charge
coverage ratio of at least 1.6 to 1.0 through December 31, 1998, 1.7 to 1.0 from
January 1, 1999 through June 30, 1999, and 1.8 to 1.0 thereafter. In addition,
the credit facility limits the AIMCO Operating Partnership from distributing
more than 80% of its Funds From Operations (as defined) to holders of OP Units,
imposes minimum net worth requirements and provides other financial covenants
related to certain unencumbered assets.

We may obtain funds pursuant to a credit agreement entered into by our
subsidiary, Insignia Properties, L.P. ("IPLP"), with Lehman Commercial Paper,
Inc., as syndication agent, First Union National Bank, as administrative agent
and the lenders from time to time parties thereto. Pursuant to the credit
agreement, the lenders have made available to IPLP a revolving credit facility
of up to $50,000,000 at any one time outstanding which matures in a single
installment on December 30, 2000. Loans may be borrowed by IPLP at a rate based
upon the adjusted LIBOR Rate (as defined in the credit agreement) or the Base
Rate (as defined in the credit agreement). IPLP is obligated to pay a commitment
fee at a rate of 0.25% per annum on the undrawn portion of the line of credit.
The credit agreement includes customary covenants and restrictions on IPLP's
ability to, among other things, incur debt or contingent obligations, grant
liens, sell assets, make distributions or make investments. In addition, the
credit agreement contains certain financial covenants. The AIMCO Operating
Partnership intends to repay any funds borrowed out of working capital in the
ordinary course of business.

LEGAL MATTERS

Skadden, Arps, Slate, Meagher & Flom LLP has delivered an opinion to the
effect that the Common OP Units and the Preferred OP Units offered by this
Prospectus Supplement will be validly issued, fully paid and nonassessable.
Skadden, Arps, Slate, Meagher & Flom LLP has delivered an opinion with regard to
the material Federal income tax consequences of the offer. Skadden, Arps, Slate,
Meagher & Flom LLP has previously performed certain legal services on behalf of
AIMCO and the AIMCO Operating Partnership and their affiliates.

The two opinions of Skadden, Arps, Slate, Meagher & Flom LLP are not
attached to this Prospectus Supplement. However, upon receipt of a written
request by a unitholder or representative so designated in writing, a copy of
such opinions will be sent by the Information Agent.

S-98
<PAGE> 102

INDEX TO THE FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Condensed Balance Sheet as of September 30, 1998
(unaudited)............................................... F-2
Condensed Statements of Operations for the nine months ended
September 30, 1998 and 1997 (unaudited)................... F-3
Condensed Statements of Cash Flows for the nine months ended
September 30, 1998 and 1997 (unaudited)................... F-4
Note A -- Basis of Presentation (unaudited)................. F-5
Balance Sheet as of December 31, 1997 (unaudited)........... F-6
Statements of Operations for the year ended December 31,
1997 and 1996 (unaudited)................................. F-7
Statement of Changes in Partners' Deficit for the year ended
December 31, 1997 and 1996 (unaudited).................... F-8
Statements of Cash Flows for the year ended December 31,
1997 and 1996 (unaudited)................................. F-9
Notes to the Financial Statements (unaudited)............... F-10
</TABLE>

F-1
<PAGE> 103

FOUR QUARTERS HABITAT APARTMENT ASSOCIATES

CONDENSED BALANCE SHEET-(UNAUDITED)
(IN THOUSANDS)
SEPTEMBER 30, 1998

ASSETS

<TABLE>
<S> <C> <C>
Cash and cash equivalents................................... $ 223
Receivables and deposits.................................... 500
Restricted escrows.......................................... 185
Other assets................................................ 248
Investment Property:
Land...................................................... $ 1,776
Building and related personal property.................... 17,870
--------
19,646
Less: Accumulated depreciation............................ (10,950) 8,696
-------- -------
Total Assets...................................... $ 9,852
=======

LIABILITIES AND PARTNERS' DEFICIT

Accounts payable and accrued liabilities.................... $ 943
Notes payable............................................... 10,615
Partners' Deficit........................................... (1,706)
-------
Total Liabilities and Partners' Deficit........... $ 9,852
=======
</TABLE>

See accompanying note.

F-2
<PAGE> 104

FOUR QUARTERS HABITAT APARTMENT ASSOCIATES

CONDENSED STATEMENTS OF OPERATIONS -- UNAUDITED
(IN THOUSANDS)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
------------------
1998 1997
------- -------
<S> <C> <C>
Revenues:
Rental income............................................. $2,106 $2,054
Other income.............................................. 71 61
------ ------
Total Revenues.................................... 2,177 2,115
Expenses:
Operating expenses........................................ 685 738
General and administrative expenses....................... 79 80
Depreciation expense...................................... 507 507
Interest expense.......................................... 872 879
Property tax expense...................................... 267 265
------ ------
Total Expenses.................................... 2,410 2,469
Net Loss.......................................... $ (233) $ (354)
====== ======
</TABLE>

See accompanying note.

F-3
<PAGE> 105

FOUR QUARTERS HABITAT APARTMENT ASSOCIATES

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------
1998 1997
------ ------
<S> <C> <C>
Operating Activities:
Net loss.................................................. $(233) $(354)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization............................. 566 567
Changes in accounts:
Receivables and deposits and other assets.............. (183) (248)
Accounts payable and accrued expenses.................. 199 310
----- -----
Net cash provided by operating activities......... 349 275
Investing Activities
Property improvements and replacements.................... (201) (274)
Net increase in restricted escrows........................ (7) (5)
----- -----
Net cash used in investing activities............. (208) (279)
Financing Activities
Payments on mortgage...................................... (63) (51)
----- -----
Net cash used in financing activities..................... (63) (51)
----- -----
Net increase (decrease) in cash and cash equivalents...... 78 (55)
Cash and cash equivalents at beginning of year............ 145 185
----- -----
Cash and cash equivalents at end of period................ $ 223 $ 130
===== =====
</TABLE>

See accompanying note.

F-4
<PAGE> 106

FOUR QUARTERS HABITAT APARTMENT ASSOCIATES

NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997

NOTE A -- BASIS OF PRESENTATION

The accompanying unaudited financial statements of Four Quarters Habitat
Apartment Associates, Ltd. as of September 30, 1998 and for the nine months
ended September 30, 1998 and 1997 have been prepared in accordance with
generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments considered necessary for a fair
presentation have been included and all such adjustments are of a recurring
nature.

The financial statements should be read in conjunction with the unaudited
financial statements and notes thereto for the year ended December 31, 1997. It
should be understood that accounting measurements at interim dates inherently
involve greater reliance on estimates than at year-end. The results of
operations for the interim periods presented are not necessarily indicative of
the results for the entire year.

F-5
<PAGE> 107

FOUR QUARTERS HABITAT APARTMENT ASSOCIATES

BALANCE SHEET (UNAUDITED)
DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT UNIT DATA)

ASSETS

<TABLE>
<S> <C> <C>
Cash and cash equivalents................................... $ 145
Receivables and deposits.................................... 306
Restricted escrows.......................................... 178
Other assets................................................ 317
Investment property (Notes B and D):
Land...................................................... $ 1,776
Buildings and related personal property................... 17,669
--------
19,445
Less accumulated depreciation............................... (10,443) 9,002
-------- -------
$ 9,948
=======

LIABILITIES AND PARTNERS' DEFICIT

Liabilities:
Accounts payable and other accrued liabilities............ $ 578
Tenant security deposit liability......................... 165
Mortgage note payable (Notes B and D)..................... 10,678
-------
5,588
Partners' deficit:
General partner........................................... $ (1,538)
Limited partners (98 units issued and outstanding)........ 65 (1,473)
-------- -------
$ 6,747
=======
</TABLE>

See accompanying notes.

F-6
<PAGE> 108

FOUR QUARTERS HABITAT APARTMENT ASSOCIATES

STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT UNIT DATA)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------
1997 1996
----------- -----------
<S> <C> <C>
Revenues:
Rental income............................................. $ 2,840 $ 2,828
Other income.............................................. 80 75
---------- ----------
2,920 2,903
Expenses:
Operating................................................. $ 1,116 $ 1,143
General and administrative................................ 106 104
Depreciation.............................................. 676 656
Interest.................................................. 1,143 1,177
Property taxes............................................ 340 337
---------- ----------
3,381 3,417
---------- ----------
Net loss.................................................... $ (461) $ (514)
========== ==========
Net loss allocated to general partner (2%).................. (9) (10)
Net loss allocated to limited partners (98%)................ (452) (504)
---------- ----------
$ (461) $ (514)
========== ==========
Net loss per limited partnership unit....................... $(4,612.24) $(5,142.86)
========== ==========
</TABLE>

See accompanying notes.

F-7
<PAGE> 109

FOUR QUARTERS HABITAT APARTMENT ASSOCIATES

STATEMENT OF CHANGES IN PARTNERS' DEFICIT (UNAUDITED)
(IN THOUSANDS)

<TABLE>
<CAPTION>
GENERAL LIMITED
PARTNER PARTNERS TOTAL
------- -------- -------
<S> <C> <C> <C>
Deficit at December 31, 1995................................ $(1,519) $1,021 $ (498)
Net loss for the year ended December 31, 1996............. (10) (504) (514)
------- ------ -------
Deficit at December 31, 1996................................ (1,529) 517 (1,012)
Net loss for the year ended December 31, 1997............. (9) (452) (461)
------- ------ -------
Deficit at December 31, 1997................................ $(1,538) $ 65 $(1,473)
======= ====== =======
</TABLE>

See accompanying notes.

F-8
<PAGE> 110

FOUR QUARTERS HABITAT APARTMENT ASSOCIATES

STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
---------------
1997 1996
------ ------
<S> <C> <C>
Cash flows from operating activities
Net loss.................................................. $ (461) $ (514)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation........................................... 676 656
Amortization of loan costs............................. 80 80
Change in accounts:
Receivables and deposits and other assets............ (22) (49)
Accounts payable and other liabilities............... 45 (30)
------ ------
Net cash provided by operating activities......... 318 143
Cash flows from investing activities
Property improvements and replacements.................... (274) (234)
Net deposits to restricted escrows........................ (6) 61
------ ------
Net cash used in investing activities..................... (280) (173)
Cash flows from financing activities
Principal payments on mortgage notes payable.............. (78) (70)
------ ------
Net cash used in financing activities..................... (78) (70)
------ ------
Net decrease in cash and cash equivalents................... (40) (100)
Cash and cash equivalents at beginning of year.............. 185 285
------ ------
Cash and cash equivalents at end of year.................... $ 145 $ 185
====== ======
Supplemental disclosure of cash flow information
Cash paid for interest.................................... $1,063 $1,097
====== ======
</TABLE>

See accompanying notes.

F-9
<PAGE> 111

FOUR QUARTERS HABITAT APARTMENT ASSOCIATES

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
DECEMBER 31, 1997

NOTE A -- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The limited partnership was organized for the purpose of acquiring, owning
and operating the Four Quarters Habitat Apartments in Miami, Florida.
Ninety-eight units of limited partnership interests and a general partner
interest were issued. The Partnership shall terminate on December 31, 2030,
unless terminated sooner, pursuant to the agreement.

Investment Property

Investment property is stated at cost. Acquisition fees are capitalized as
a cost of real estate. The Partnership records impairment losses on long-lived
assets used in operations when events and circumstances indicated that the
assets might be impaired and the undiscounted cash flows estimated to be
generated by those assets are less than the carrying amounts of those assets. No
adjustments for impairment of value were necessary for the years ended December
31, 1997 or 1996.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Risks and Uncertainties

The real estate business is highly competitive. The Partnership's real
property investments are subject to competition from similar types of properties
in the vicinities in which they are located and the Partnership is not a
significant factor in its industry. In addition, various limited partnerships
have been formed by related parties to engage in business which may be
competitive with the Partnership.

Cash and Cash Equivalents

Cash on hand and in banks, and money market funds and certificates of
deposit with original maturities of three months or less are considered to be
unrestricted cash. At certain times, the amount of cash deposited at a bank may
exceed the limit on insured deposits.

Fair Value of Financial Instruments

The Partnership believes that the carrying amount of its financial
instruments (except for long term debt) approximates their fair value due to the
short term maturity of these instruments. The fair value of the Partnership's
long-term debt, after discounting the scheduled loan payments at an estimated
borrowing rate currently available to the Partnership, approximates its carrying
value.

Loan Costs

Loan costs incurred with the financing of long-term debt are amortized on a
straight-line basis over the life of the debt.

F-10
<PAGE> 112
FOUR QUARTERS HABITAT APARTMENT ASSOCIATES

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)

Tenant Security Deposits

The Partnership requires security deposits from all lessees for the
duration of the lease and such deposits are included in "Receivables and
deposits." Deposits are refunded when the tenant vacates the apartment if there
has been no damage to the unit and the tenant is current on its rental payments.

Partnership Allocations

Net income or losses are allocated 98% to the limited partners and 2% to
the general partner in accordance with the partnership agreement. Distributions
of available cash (cash-flow) or proceeds from financing or sale of the property
are allocated among the general and limited partners in accordance with the
partnership agreement.

Leases

The Partnership generally leases apartment units for twelve-month terms or
less. Rental revenue is recognized as earned.

Advertising Costs

The Partnership expenses the costs of advertising as incurred.

Depreciation

Building and improvements are depreciated using the straight-line method
over the estimated useful lives of the assets, ranging from 5 to 30 years.

Restricted Escrows

Restricted escrows consist of funds established to cover necessary repairs
and replacements of existing improvements at the property.

NOTE B -- MORTGAGE NOTE PAYABLE

Mortgage note payable consists of the following:

<TABLE>
<CAPTION>
(IN THOUSANDS)
--------------
<S> <C>
Mortgage note payable to Lexington Mortgage Company bearing
interest of 9.84% per annum. Monthly payments of principal
and interest of approximately $94,000 are due through
September 2001, with a balloon payment of approximately
$10,300,000 due in October 2001........................... $10,678
=======
</TABLE>

Principal maturities of the mortgage note payable at December 31, 1997 are
as follows (in thousands):

The apartment property is pledged as collateral on the mortgage notes.

F-11
<PAGE> 113
FOUR QUARTERS HABITAT APARTMENT ASSOCIATES

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)

NOTE C -- TRANSACTIONS WITH AFFILIATED PARTIES

The Partnership has no employees and is dependent on the general partner
and its affiliates for the administration and management of all partnership
activities. Affiliates of Insignia Financial Group, Inc. ("Insignia"), who is an
affiliate of the general partner of Four Quarters Habitat Apartment Associates,
provide property management and asset management services to the Partnership.

The following items were incurred with Insignia and its affiliates (in
thousands):

<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Property management fees.................................... $115 $116
Reimbursement for investor services, asset management and
partnership accounting.................................... 98 98
</TABLE>

NOTE D -- INVESTMENT PROPERTY AND ACCUMULATED DEPRECIATION

INITIAL COST TO PARTNERSHIP
(IN THOUSANDS)

<TABLE>
<CAPTION>
BUILDINGS AND
RELATED COST CAPITALIZED
PERSONAL SUBSEQUENT TO
DESCRIPTION ENCUMBRANCES LAND PROPERTY ACQUISITION
----------- ------------ ------ ------------- ----------------
<S> <C> <C> <C> <C>
Four Quarters Habitat
Miami, Florida.............................. $10,678 $1,776 $13,107 $4,562
======= ====== ======= ======
</TABLE>

GROSS AMOUNT AT WHICH CARRIED
(IN THOUSANDS)

<TABLE>
<CAPTION>
BUILDINGS AND
RELATED PERSONAL ACCUMULATED DATE DEPRECIABLE
DESCRIPTION LAND PROPERTY TOTAL DEPRECIATION ACQUIRED LIFE-YEARS
- ----------- ------ ---------------- ------- ------------ -------- -----------
<S> <C> <C> <C> <C> <C> <C>
Four Quarters............... $1,776 $17,669 $19,445 $10,443 05/83 5-30
====== ======= ======= =======
</TABLE>

The depreciable lives included above are for the buildings and components.
The depreciable lives for related personal property are for 5 to 7 years.

Reconciliation of "Investment Property and Accumulated Depreciation" (in
thousands):

<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Investment Property
Balance at beginning of year.............................. $19,171 $18,937
Property improvements..................................... 274 234
------- -------
Balance at end of year............................ $19,445 $19,171
======= =======
Accumulated Depreciation
Balance at beginning of year.............................. $ 9,767 $ 9,111
Additions charged to expense.............................. 676 656
------- -------
Balance at end of year............................ $10,443 $ 9,767
======= =======
</TABLE>

The aggregate cost of the investment property for Federal income tax
purposes at December 31, 1997 and 1996 is $19,445,000 and $19,171,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 1997 and 1996 is $15,936,000 and $15,102,000, respectively.

F-12
<PAGE> 114
FOUR QUARTERS HABITAT APARTMENT ASSOCIATES

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)

NOTE E -- INCOME TAXES

Taxable income or loss of the Partnership is reported in the income tax
returns of its partners. Accordingly, no provision for income taxes is made in
the financial statements of the Partnership.

The following is a reconciliation of reported net loss and Federal taxable
loss (in thousands, except per unit data):

<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Net loss as reported........................................ $ (461) $ (514)
Deduct:
Depreciation differences.................................. (159) (157)
Other..................................................... -- 58
------- -------
Federal taxable loss........................................ $ (620) $ (613)
======= =======
Federal taxable loss per limited partnership unit
$(6,200) $(6,130)
======= =======
</TABLE>

The following is a reconciliation between the Partnership's reported
amounts and Federal tax basis of net assets and liabilities at December 31, 1997
(in thousands):

<TABLE>
<S> <C>
Net deficit as reported..................................... $(1,473)
Accumulated depreciation.................................... (5,493)
Other....................................................... (1)
Syndication fees............................................ 757
-------
Net deficit -- tax basis.................................... $(6,210)
=======
</TABLE>

NOTE F -- SUBSEQUENT EVENT

On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The merger was
completed effective October 1, 1998, and accordingly, as of that date AIMCO
acquired the general partner of the Partnership and the company that manages the
Partnership.

F-13
<PAGE> 115

PRO FORMA FINANCIAL INFORMATION OF AIMCO PROPERTIES, L.P.
AS OF SEPTEMBER 30, 1998 AND FOR THE YEAR
ENDED DECEMBER 31, 1997 AND THE
NINE MONTHS ENDED SEPTEMBER 30, 1998

INTRODUCTION

On October 1, 1998, Apartment Investment and Management Company ("AIMCO")
completed its merger with Insignia Financial Group ("IFG") ("the IFG Merger").
In the IFG Merger, IFG's common stock was converted into 8,423,751 shares of
Class E Cumulative Convertible Preferred Stock of AIMCO ("Class E Preferred
Stock") whose issue date market value approximately equaled $292 million. In
addition to receiving the same dividends as holders of AIMCO Common Stock,
holders of Class E Preferred Stock will be entitled to a special dividend of
approximately $50 million in the aggregate. When that special dividend is paid
in full, the Class E Preferred Stock will automatically convert into AIMCO
Common Stock on a one-for-one basis, subject to antidilution adjustments, if
any. In addition, AIMCO assumed approximately $411 million in indebtedness and
other liabilities of IFG and its subsidiaries and subsidiaries of AIMCO, assumed
approximately $149.5 million of convertible securities and purchased
approximately $5 million of IFG stock prior to the Merger. AIMCO and Insignia
Properties Trust ("IPT") have completed a merger in which IPT has merged into
AIMCO or a subsidiary of AIMCO (the "IPT Merger"). In the IPT Merger, shares of
IPT common stock not held by AIMCO were converted into 4,826,745 shares of AIMCO
Class A Common Stock whose market value approximately equaled $152 million.
AIMCO assumed approximately $68 million in indebtedness. In connection with the
IFG Merger and the IPT Merger, AIMCO incurred approximately $55 million in
transaction costs for a combined transactional value of approximately $1,183
million. AIMCO contributed substantially all the assets and liabilities of
Insignia acquired in the Insignia Merger to AIMCO Properties, L.P. (together
with its subsidiaries and other controlled entities, the "Partnership") (and
together with entities in which that Partnership has a controlling financial
interest, the "Company") in exchange for 8,423,751 Class E Preferred Units. The
Class E Preferred Units have terms substantially the same as the Class E
Preferred Stock. In addition, AIMCO contributed substantially all the assets and
liabilities of IPT acquired in the IPT Merger to the Partnership in exchange for
4,826,745 limited partnership units in the Partnership ("OP Units"). In
connection with the IFG Merger, the Partnership assumed property management of
approximately 192,000 multifamily units which consist of general and limited
partnership investments in 115,000 units and third party management of 77,000
units. Insignia Properties Trust ("IPT"), which prior to the IFG Merger was a
subsidiary of IFG, owns a 32% weighted average general and limited partnership
interest in approximately 51,000 units.

Immediately following the IFG Merger, in order to satisfy certain
requirements of the Internal Revenue Code of 1986 (the "Code") applicable to
AIMCO's status as a REIT, AIMCO engaged in a reorganization (the "IFG
Reorganization") of the assets and operations of IFG whereby IFG's operations
are being conducted through corporations (the "Unconsolidated Subsidiaries") in
which the Partnership holds non-voting preferred stock that represents a 95%
economic interest, and certain officers and/or directors of AIMCO hold, directly
or indirectly, all of the voting common stock, representing a 5% economic
interest. As a result of the controlling ownership interest in the
Unconsolidated Subsidiaries held by others, the Partnership accounts for its
interest in the Unconsolidated Subsidiaries on the equity method.

In May and September of 1997, AIMCO directly or indirectly through a
subsidiary, acquired (the "NHP Stock Purchase") an aggregate of 6,930,122 shares
of common stock ("NHP Common Stock") of NHP. On December 8, 1997, AIMCO acquired
the remaining shares of NHP Common Stock in a merger transaction accounted for
as a purchase (the "NHP Merger"). As a result of the NHP Merger, AIMCO issued
6,759,148 shares of AIMCO Common Stock, valued at $180.8 million, and paid $86.5
million in cash. The total cost of the purchase of NHP was $349.5 million.
Substantially all assets and liabilities of NHP were contributed by AIMCO to the
Partnership.

In June 1997, the Company purchased a group of companies (the "NHP Real
Estate Companies") affiliated with NHP that hold general and limited partnership
interests in partnerships (the "NHP

P-1
<PAGE> 116

Partnerships") that own 534 conventional and affordable multifamily apartment
properties (the "NHP Properties") containing 87,659 units, a captive insurance
subsidiary and certain related assets (the "NHP Real Estate Acquisition"). The
Company paid aggregate consideration of $54.8 million in cash and warrants that
entitle the holders to purchase 399,999 shares of AIMCO Common Stock at an
exercise price of $36.00 per share. The Company engaged in a reorganization (the
"NHP Real Estate Reorganization") of its interests in the NHP Real Estate
Companies, which resulted in certain of the assets of the NHP Real Estate
Companies being owned by a limited partnership (the "Unconsolidated
Partnership") in which the Partnership holds 99% limited partner interest and
certain directors and officers of AIMCO directly or indirectly, hold a 1%
general partner interest.

Immediately following the NHP Merger, in order to satisfy certain
requirements of the Code applicable to AIMCO's status as a REIT, AIMCO engaged
in a reorganization (the "NHP Reorganization") of the assets and operations of
NHP that resulted in the Master Property Management Agreement being terminated
and NHP's operations being conducted through Unconsolidated Subsidiaries in
which the AIMCO Operating Partnership holds non-voting preferred stock that
represents a 95% economic interest, and certain officers and/or directors of
AIMCO hold, directly or indirectly, all of the voting common stock, representing
a 5% economic interest. As a result of the controlling ownership interest in the
Unconsolidated Subsidiaries held by others, the Partnership accounts for its
interest in the Unconsolidated Subsidiaries on the equity method.

On May 8, 1998, AIMCO completed a merger with Ambassador Apartments, Inc.
("Ambassador"), pursuant to which Ambassador was merged into AIMCO (the
"Ambassador Merger"). Each outstanding share of stock ("Ambassador Common
Stock") of Ambassador, other than those shares held by AIMCO or Ambassador, were
converted into 0.553 (the "Conversion Ratio") shares of AIMCO Common Stock. Any
outstanding options to purchase Ambassador Common Stock were converted, at the
election of the option holder, into cash or options to purchase AIMCO Common
Stock at such options' then current exercise price divided by the Conversion
Ratio. In accordance with the Agreement and Plan of Merger, dated December 23,
1997 and supplemented by letter dated as of March 11, 1998 (the "Ambassador
Merger Agreement"), the outstanding shares of Class A Senior Cumulative
Convertible Preferred Stock of Ambassador, (the "Ambassador Preferred Stock")
were redeemed and converted into Ambassador Common Stock prior to the Ambassador
Merger. Following the consummation of the Ambassador Merger, a subsidiary of the
Partnership was merged with and into the Ambassador Operating Partnership (the
"Ambassador OP Merger"). Each outstanding unit of limited partnership interest
in the Ambassador Operating Partnership was converted into the right to receive
0.553 OP Units, and as a result, the Ambassador Operating Partnership became a
99.9% owned subsidiary partnership of the Partnership.

Also during 1997, the Partnership (i) (a) acquired 44 properties for
aggregate purchase consideration of $467.4 million, of which $56 million was
paid in the form of 1.9 million OP Units (b) paid $34.2 million in cash and
issued OP Units valued at $7.3 million in connection with the acquisition of
partnership interests through tender offers in certain partnerships ((a) and (b)
together are the "1997 Property Acquisitions") and (c) paid $19.9 million to
acquire 886,600 shares of Ambassador Common Stock (together with the 1997
Property Acquisitions, the "1997 Acquisitions"); (ii) sold (a) approximately
16,367,000 shares of AIMCO Common Stock for aggregate net proceeds of $513.4
million; (b) 750,000 shares of AIMCO Class B Cumulative Convertible Preferred
Stock for net proceeds of $75 million; and (c) 2,400,000 shares of AIMCO Class C
9% Cumulative Preferred Stock for net proceeds of $58.1 million; of which all
proceeds were contributed by AIMCO to the Partnership in exchange for 16,367,000
OP Units, 750,000 Class B Preferred Units, and 2,400,000 Class C Preferred Units
(collectively, the "1997 Stock Offerings"); and (iii) sold five real estate
properties (the "1997 Dispositions").

Also during 1998, AIMCO (i) (a) sold 4,200,000 shares of its Class D
Cumulative Preferred Stock for net proceeds of $101.5 million (the "Class D
Preferred Stock Offering"); (b) sold 4,050,000 shares of its Class G Cumulative
Preferred Stock for net proceeds of $98.0 million (the "Class G Preferred Stock
Offering"); (c) sold 2,000,000 shares of its Class H Cumulative Preferred Stock
for net proceeds of $48.1 million (the "Class H Preferred Stock Offering"); and
(d) sold 1,000,000 shares of its Class J Cumulative Convertible Preferred Stock
in a private placement for $100.0 million (the "Class J Preferred
P-2
<PAGE> 117

Stock Offering"); of which all proceeds were contributed by AIMCO to the
Partnership in exchange for 4,050,000 Class G Preferred Units, 2,000,000 Class H
Preferred Units and 1,000,000 shares of Class J Preferred Units (collectively,
the "1998 Stock Offerings"); (ii) purchased 29 properties for aggregate purchase
consideration of $312.7 million, of which $52.2 million was paid in the form of
OP Units (the "1998 Acquisitions"); (iii) sold two real estate properties (the
"1998 Dispositions"); (iv) contracted to purchase two properties for aggregate
purchase consideration of $62.1 million, of which $26.4 million will be paid in
the form of OP units (the "Probable Purchases") and (v) sold 1,400,000 Class B
Preferred Partnership Units of a subsidiary and warrants to purchase 875,000
shares of AIMCO Class A Common Stock for $35.0 million (the "Preferred
Partnership Unit Offering").

PRO FORMA FINANCIAL INFORMATION OF THE PARTNERSHIP (INSIGNIA MERGER)

The following Pro Forma Consolidated Balance Sheet (Insignia Merger) of the
Partnership as of September 30, 1998 has been prepared as if each of the
following transactions had occurred as of September 30, 1998: (i) the purchase
of nine properties for an aggregate purchase price of $62.5 million; (ii) the
Class J Preferred Stock Offering; (iii) the Probable Purchases; (iv) the IFG
Merger; (v) the IPT Merger; (vi) the IFG Reorganization; and (vii) the Preferred
Partnership Unit offering.

The following Pro Forma Consolidated Statement of Operations (Insignia
Merger) and Pro Forma Consolidated Statement of Cash Flows (Insignia Merger) of
the Partnership for the year ended December 31, 1997 has been prepared as if
each of the following transactions had occurred as of January 1, 1997: (i) the
1997 Acquisitions; (ii) the 1997 Stock Offerings; (iii) the 1997 Dispositions;
(iv) the NHP Real Estate Acquisition; (v) the NHP Real Estate Reorganization;
(vi) the NHP Stock Purchase; (vii) the NHP Merger; (viii) the NHP
Reorganization; (ix) the 1998 Stock Offerings; (x) the 1998 Acquisitions; (xi)
the Probable Purchases; (xii) the 1998 Dispositions; (xiii) the Ambassador
Merger; (xiv) the IFG Merger; (xv) the merger between IPT and Angeles Mortgage
Investment Trust ("AMIT") ("the AMIT Merger"); (xvi) the IPT Merger; (xvii) the
IFG Reorganization; and (xviii) the Preferred Partnership Unit offering.

The following Pro Forma Financial Information (Insignia Merger) is based,
in part, on the following historical financial statements: (i) the audited
Consolidated Financial Statements of the Partnership for the year ended December
31, 1997; (ii) the unaudited Consolidated Financial Statements of the
Partnership for the nine months ended September 30, 1998; (iii) the audited
Consolidated Financial Statements of Ambassador for the year ended December 31,
1997; (iv) the unaudited Consolidated Financial Statements of Ambassador for the
four months ended April 30, 1998; (v) the audited Consolidated Financial
Statements of IFG for the year ended December 31, 1997; (vi) the audited
Consolidated Financial Statements of AMIT for the year ended December 31, 1997;
(vii) the unaudited Consolidated Financial Statements of IFG for the nine months
ended September 30, 1998; (viii) the unaudited Financial Statements of AMIT for
the period from January 1, 1998 to September 17, 1998; (ix) the unaudited
Consolidated Financial Statements of NHP for the nine months ended September 30,
1997; (x) the unaudited Combined Financial Statements of the NHP Real Estate
Companies for the three months ended March 31, 1997; (xi) the unaudited
Financial Statements of NHP Southwest Partners, L.P. for the three months ended
March 31, 1997; (xii) the unaudited Combined Financial Statements of the NHP New
LP Entities for the three months ended March 31, 1997; (xiii) the unaudited
Combined Financial Statements of the NHP Borrower Entities for the three months
ended March 31, 1997; (xiv) the unaudited Historical Summaries of Gross Income
and Certain Expenses of The Bay Club at Aventura for the three months ended
March 31, 1997; (xv) the unaudited Historical Summary of Gross Income and Direct
Operating Expenses of Morton Towers for the six months ended June 30, 1997;
(xvi) the unaudited Combined Statement of Revenues and Certain Expenses of the
Thirty-Five Acquisition Properties for the six months ended June 30, 1997;
(xvii) the unaudited Statement of
P-3
<PAGE> 118

Revenues and Certain Expenses of First Alexandria Associates, a Limited
Partnership for the nine months ended September 30, 1997; (xviii) the unaudited
Statement of Revenues and Certain Expenses of Country Lakes Associates Two, a
Limited Partnership for the nine months ended September 30, 1997; (xix) the
unaudited Statement of Revenues and Certain Expenses of Point West Limited
Partnership, A Limited Partnership for the nine months ended September 30, 1997;
(xx) the unaudited Statement of Revenues and Certain Expenses for The Oak Park
Partnership for the nine months ended September 30, 1997; (xxi) the audited
Combined Historical Summary of Gross Income and Direct Operating Expenses of the
Realty Investment Apartment Communities I for the year ended December 31, 1997,
(xxii) the audited Combined Historical Summary or Gross Income and Direct
Operating Expenses of the Cirque Apartment Communities for the year ended
December 31, 1997; (xxiii) the audited Combined Historical Summary of Gross
Income and Direct Operating Expenses of the Realty Investment Apartment
Communities II for the year ended December 31, 1997; (xxiv) the audited
Historical Summary of Gross Income and Direct Operating Expenses of the Calhoun
Beach Club Apartments for the year ended December 31, 1997; (xxv) the unaudited
Combined Historical Summary of Gross Income and Direct Operating Expenses of the
Realty Investment Apartment Communities I for the nine months ended September
30, 1998; (xxvi) the unaudited Combined Historical Summary of Gross Income and
Direct Operating Expenses of the Cirque Apartment Communities for the three
months ended March 31, 1998; (xxvii) the unaudited Combined Historical Summary
of Gross Income and Direct Operating Expenses of the Realty Investment Apartment
Communities II for the nine months ended September 30, 1998; and (xxviii) the
unaudited Historical Summary of Gross Income and Direct Operating Expenses of
Calhoun Beach Club Apartments for the nine months ended September 30, 1998. The
following Pro Forma Financial Information should be read in conjunction with
such financial statements and the notes thereto incorporated by reference
herein.

The unaudited Pro Forma Financial Information (Insignia Merger) has been
prepared using the purchase method of accounting whereby the assets and
liabilities of NHP, the NHP Real Estate Companies, Ambassador, IFG, IPT, the
1997 Acquisitions, the 1998 Acquisitions, and the Probable Purchases are
adjusted to estimated fair market value, based upon preliminary estimates, which
are subject to change as additional information is obtained. The allocations of
purchase costs are subject to final determination based upon estimates and other
evaluations of fair market value. Therefore, the allocations reflected in the
following unaudited Pro Forma Financial Information may differ from the amounts
ultimately determined.

The following unaudited Pro Forma Financial Information (Insignia Merger)
is presented for informational purposes only and is not necessarily indicative
of the financial position or results of operations of the Partnership that would
have occurred if such transactions had been completed on the dates indicated,
nor does it purport to be indicative of future financial positions or results of
operations. In the opinion of the Partnership's management, all material
adjustments necessary to reflect the effects of these transactions have been
made.

P-4
<PAGE> 119

AIMCO PROPERTIES, L.P.

PRO FORMA CONSOLIDATED BALANCE SHEET (INSIGNIA MERGER)
AS OF SEPTEMBER 30, 1998
IN THOUSANDS, EXCEPT SHARE DATA
<TABLE>
<CAPTION>
COMPLETED
TRANSACTIONS IFG AIMCO BEFORE IFG
AND PROBABLE IFG MERGER IFG REORGANIZATION
HISTORICAL(A) PURCHASES(B) HISTORICAL(C) ADJUSTMENTS(D) REORGANIZATION(E) ADJUSTMENTS(F)
------------- ------------ ------------- -------------- ----------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Real estate.............. $2,355,122 $202,332 $ 44,488 $ 23,880(G) $2,625,822 $ --
Property held for sale... 42,212 -- -- -- 42,212 --
Investments in
securities............. -- -- -- 443,513(G)
(443,513)(H) -- --
Investments in and notes
receivable from
unconsolidated
subsidiaries........... 127,082 -- -- -- 127,082 59,195(I)
Investments in and notes
receivable from
unconsolidated real
estate partnerships.... 246,847 -- 232,892 444,570(G) 924,309 --
Mortgage notes
receivable............. -- -- 20,916 -- 20,916
Cash and cash
equivalents............ 43,681 6,107 73,064 -- 122,852 (17,897)(J)
Restricted cash.......... 83,187 -- 2,691 -- 85,878 (1,352)(J)
Accounts receivable...... 11,545 -- 54,060 (32,234)(G) 33,371 (5,471)(J)
Deferred financing
costs.................. 21,835 -- 7,020 (7,020)(G) 21,835 --
Goodwill................. 120,503 -- 19,503 111,018(G) 251,024 --
Property management
contracts.............. -- -- 86,419 31,147(G) 117,566 (79,195)(I)
Other assets............. 69,935 -- 20,128 (4,533)(G) 85,530 (2,860)(J)
---------- -------- -------- --------- ---------- --------
Total Assets..... $3,121,949 $208,439 $561,181 $ 566,828 $4,458,397 $(47,580)
========== ======== ======== ========= ========== ========
Secured notes payable.... $ 774,676 $122,568 $ 29,002 $ -- $ 926,246 $ --
Secured tax-exempt bond
financing.............. 399,925 -- -- -- 399,925 --
Secured short-term
financing.............. 50,000 (50,000) 332,691 (300,000)(G) 32,691 --
Unsecured short-term
financing.............. 50,800 (50,800) -- 300,000(G) 300,000 --
Accounts payable, accrued
and other
liabilities............ 131,799 -- 33,241 50,000(G)
53,333(G)
4,935(G)
2,525(G) 275,833 (27,580)(J)
Deferred tax liability... -- -- 18,802 1,198(G) 20,000 (20,000)(I)
Security deposits and
prepaid rents.......... 13,171 -- 3,533 (3,533) 13,171 --
---------- -------- -------- --------- ---------- --------
1,420,371 21,768 417,269 108,458 1,967,866 (47,580)
Minority interest........ 42,086 37,345 108,485 (108,485)(G) 79,431 --
Company-obligated
mandatorily redeemable
convertible securities
of a subsidiary
trust.................. -- -- 144,282 5,218 149,500 --
Redeemable Partnership
Units.................. 232,405 45,176 -- -- 277,581 --
Partners' capital and
shareholders' equity
Common stock........... -- -- 320 (320)(G) -- --
Additional paid-in
capital.............. -- -- (86,959) 86,959(G) -- --
Distributions in excess
of earnings.......... -- -- (22,216) 22,216(G) -- --
General and Special
Limited Partner...... 1,039,525 4,150 -- 443,513(H)
9,269(G) 1,496,457 --
Preferred Units........ 387,562 100,000 -- -- 487,562 --
---------- -------- -------- --------- ---------- --------
1,427,087 104,150 (108,855) 561,637 1,984,019 --
---------- -------- -------- --------- ---------- --------
Total Liabilities
and Equity..... $3,121,949 $208,439 $561,181 $ 566,828 $4,458,397 $(47,580)
========== ======== ======== ========= ========== ========

PRO FORMA
----------
<S> <C>
Real estate.............. $2,625,822
Property held for sale... 42,212
Investments in
securities.............
--
Investments in and notes
receivable from
unconsolidated
subsidiaries........... 186,277(K)
Investments in and notes
receivable from
unconsolidated real
estate partnerships.... 924,309
Mortgage notes
receivable............. 20,916
Cash and cash
equivalents............ 104,955
Restricted cash.......... 84,526
Accounts receivable...... 27,900
Deferred financing
costs.................. 21,835
Goodwill................. 251,024
Property management
contracts.............. 38,371
Other assets............. 82,670
----------
Total Assets..... $4,410,817
==========
Secured notes payable.... $ 926,246
Secured tax-exempt bond
financing.............. 399,925
Secured short-term
financing.............. 32,691
Unsecured short-term
financing.............. 300,000
Accounts payable, accrued
and other
liabilities............
248,253
Deferred tax liability... --
Security deposits and
prepaid rents.......... 13,171
----------
1,920,286
Minority interest........ 79,431
Company-obligated
mandatorily redeemable
convertible securities
of a subsidiary
trust.................. 149,500
Redeemable Partnership
Units.................. 277,581
Partners' capital and
shareholders' equity
Common stock........... --
Additional paid-in
capital.............. --
Distributions in excess
of earnings.......... --
General and Special
Limited Partner......
1,496,457
Preferred Units........ 487,562
----------
1,984,019
----------
Total Liabilities
and Equity..... $4,410,817
==========
</TABLE>

P-5
<PAGE> 120

- ---------------

(A) Represents the unaudited historical consolidated financial position of the
Partnership as of September 30, 1998.

(B) Represents adjustments to reflect the purchase of ten properties for an
aggregate purchase price of $140.2 million; the Class J Preferred Stock
Offering; the Probable Purchases; and the Preferred Partnership Unit
Offering.

(D) Represents the following adjustments occurring as a result of the IFG
Merger: (i) the issuance of 8,423,751 shares of AIMCO Common Stock, based
on consideration to holders of IFG common stock outstanding as of the date
of the IFG Merger; (ii) the issuance of 4,826,745 shares of AIMCO Class A
Common Stock to holders of IPT common stock (other than AIMCO); (iii) the
payment of a special dividend of $50,000; (iv) the assumption of $149,500
of the convertible debentures of IFG; (v) the allocation of the combined
purchase price of IFG and IPT based on the preliminary estimates of
relative fair market value of the assets and liabilities of IFG and IPT;
and (vi) the contribution by AIMCO of substantially all the assets and
liabilities of Insignia and IPT to the Partnership in exchange for OP
Units.

(E) Represents the effects of AIMCO's acquisition of IFG immediately after the
IFG Merger. These amounts do not give effect to the IFG Reorganization,
which includes the transfers of certain assets and liabilities of IFG to
the combined Unconsolidated Subsidiaries. The IFG Reorganization occurred
immediately after the IFG Merger so that AIMCO could maintain its
qualification as a REIT. This column is included as an intermediate step to
assist the reader in understanding the entire nature of the IFG Merger and
related transactions.

(F) Represents adjustments related to the IFG Reorganization, whereby,
following the IFG Merger, the Partnership contributed or sold to the
combined Unconsolidated Subsidiaries certain assets and liabilities of IFG,
primarily management contracts and related working capital assets and
liabilities related to IFG's third party property management operations.
The adjustments reflect the transfer of assets valued at the Partnership's
new basis resulting from the allocation of the purchase price of IFG. The
Partnership received non-voting preferred stock as consideration in
exchange for the net assets contributed. The net deferred tax liability is
assumed by the Unconsolidated Subsidiaries as it resulted from the assets
and liabilities transferred to the Unconsolidated Subsidiaries.

(G) In connection with the IFG Merger and the IPT Merger, AIMCO became
obligated to issue a total of 13,250,496 shares of AIMCO Common Stock

The total purchase price of IFG and IPT is $1,128,009, as follows:

<TABLE>
<S> <C>
Issuance of 8,423,751 shares of AIMCO Common Stock in the
IFG Merger, at $34.658 per share.......................... $ 291,949
Issuance of 4,826,745 shares of AIMCO Common Stock in the
IPT Merger, at $31.50 per share........................... 151,564
Assumption of Convertible Debentures........................ 149,500
Assumption of liabilities as indicated in the Merger
Agreement................................................. 397,459
Transaction costs........................................... 53,333
Generation of deferred tax liability........................ 20,000
Special dividend............................................ 50,000
Purchase of IFG Common Stock prior to merger................ 4,935
Consideration for options................................... 9,269
----------
Total............................................. $1,128,009
==========
</TABLE>

P-6
<PAGE> 121

The purchase price was allocated to the various assets of IFG acquired in
the IFG Merger, as follows:

<TABLE>
<S> <C>
Purchase price.............................................. $1,128,009
Historical basis of IFG's assets acquired................... (561,181)
----------
Step-up to record the fair value of IFG's assets
acquired............................................... $ 566,828
==========
</TABLE>

This step-up was applied to IFG's assets as follows:

<TABLE>
<S> <C>
Real estate................................................. $ 23,880
Investment in real estate partnerships...................... 444,570
Decrease in accounts receivable............................. (32,234)
Decrease in deferred loan costs............................. (7,020)
Management contracts........................................ 31,147
Increase in goodwill........................................ 111,018
Reduction in value of other assets.......................... (4,533)
--------
Total............................................. $566,828
========
</TABLE>

The fair value of IFG's assets, primarily the real estate and management
contracts, was calculated based on estimated future cash flows of the
underlying assets.

As of September 30, 1998, IFG's stockholder's equity was $(108,855), which
is detailed as follows:

<TABLE>
<S> <C>
Common stock................................................ $ 320
Additional paid-in capital.................................. (86,959)
Distributions in excess of earnings......................... (22,216)
---------
Total............................................. $(108,855)
=========
</TABLE>

Upon completion of the IFG Merger, the entire amount of the stockholder's
equity was eliminated.

In addition, the minority interest in other partnerships of IFG of $108,485
will be eliminated upon the IPT Merger.

At the time of the IFG Merger, AIMCO obtained unsecured short-term
financing of $300 million. The proceeds were used to repay secured
short-term financing of IFG that AIMCO assumed.

(H) Represents the issuance of a total of 13,250,496 OP Units to AIMCO and the
concurrent issuance of 13,250,496 shares of AIMCO Common Stock to IFG and
IPT stockholders, in exchange for all the shares of IFG and IPT common
stock.

In accordance with the IFG Merger Agreement, AIMCO became obligated to
issue 8,423,751 shares of Class E Preferred Stock, approximately equal to
$292 million. Each share of Class E Preferred Stock will automatically
convert to one share of AIMCO Common Stock upon the payment of the special
dividend thereon. As such, for the purpose of preparing the pro forma
financial statements, AIMCO's management believes that the Class E
Preferred Stock is substantially the same as AIMCO Common Stock, and that
the fair value of the Class E Preferred Stock approximates the fair value
of the AIMCO Common Stock. Upon the payment of the special dividend on the
Class E Preferred Stock and the conversion of the Class E Preferred Stock
to AIMCO Common Stock, the former IFG stockholders will own approximately
15.0% of the AIMCO Common Stock and the IPT stockholders will own
approximately 7.3% of AIMCO Common Stock. The special dividend on the Class
E Preferred Stock is intended to represent a distribution in an amount at
least equal to the earnings and profits of IFG at the time of the IFG
Merger, to which AIMCO succeeds.

Concurrent with the issuance of Class E Preferred Stock, the Partnership
will issue comparable Class E Preferred Units to AIMCO. The Class E
Preferred Units will have terms substantially the same as the Class E
Preferred Stock.

(I) Represents the increase in the Partnership's investment in Unconsolidated
Subsidiaries to reflect the contribution or sale of property management
contracts, including the related deferred tax liability, in exchange for
preferred stock and a note payable from the Unconsolidated Subsidiaries.
These assets and

P-7
<PAGE> 122

liabilities are valued at the Partnership's new basis resulting from the
allocation of the purchase price of IFG.

(J) Represents certain assets and liabilities of IFG, primarily related to the
management operations of IFG, contributed or sold by the Partnership to the
Unconsolidated Subsidiaries,

(K) Represents notes receivable from the Unconsolidated Subsidiaries of
$95,000, advances to the Unconsolidated Subsidiaries of $42,792, and equity
in the Unconsolidated Subsidiaries of $48,485. The combined pro forma
balance sheet of the Unconsolidated Subsidiaries as of September 30, 1998
is presented below, which reflects the effects of the IFG Merger, the IPT
Merger, and the IFG Reorganization as if such transactions had occurred as
of September 30, 1998.

P-8
<PAGE> 123

UNCONSOLIDATED SUBSIDIARIES

PRO FORMA CONSOLIDATED BALANCE SHEET (INSIGNIA MERGER)
AS OF SEPTEMBER 30, 1998
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
IFG
HISTORICAL REORGANIZATION(i) PRO FORMA
---------- ----------------- ---------
<S> <C> <C> <C>
ASSETS
Real estate............................................ $ 22,376 $ -- $ 22,376
Cash and cash equivalents.............................. 16,919 17,897(ii) 34,816
Restricted cash........................................ 5,507 1,352(ii) 6,859
Management contracts................................... 47,846 79,195(iii) 127,041
Accounts receivable.................................... 13,109 5,471(ii) 18,580
Deferred financing costs............................... 3,117 -- 3,117
Goodwill............................................... 43,544 -- 43,544
Other assets........................................... 51,498 2,860(ii) 54,358
-------- -------- --------
$203,916 $106,775 $310,691
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Secured notes payable.................................. $114,302 $ 45,000(iii) $159,302
Accounts payable, accrued and other liabilities........ 56,773 27,580(ii) 84,353
Security deposits and deferred income.................. 334 --(ii) 334
Deferred tax liability................................. -- 20,000(iii) 20,000
-------- -------- --------
171,409 92,580 263,989
Common stock........................................... 2,061 747(iv) 2,808
Preferred stock........................................ 34,290 14,195(iii) 48,485
Retained earnings...................................... (3,844) -- (3,844)
Notes receivable on common stock purchases............. -- (747)(iv) (747)
-------- -------- --------
32,507 14,195 46,702
-------- -------- --------
$203,916 $106,775 $310,691
======== ======== ========
</TABLE>

- ---------------

(i) Represents adjustments related to the IFG Reorganization, whereby,
following the IFG Merger, the Partnership contributed or sold to the
combined Unconsolidated Subsidiaries certain assets and liabilities of IFG,
primarily related to the management operations owned by IFG. The
adjustments reflect the transfer of assets valued at the Partnership's new
basis resulting from the allocation of the purchase price of IFG. The
Partnership received non-voting preferred stock as consideration in
exchange for the net assets contributed. The net deferred tax liability is
assumed by the Unconsolidated Subsidiaries as it resulted from the assets
and liabilities transferred to the Unconsolidated Subsidiaries.

(ii) Represents certain assets and liabilities of IFG, primarily related to the
management operations of IFG, contributed or sold by the Partnership to the
Unconsolidated Subsidiaries, valued at the Partnership's new basis
resulting from the allocation of the purchase price of IFG.

(iii)Represents the transfer or sale of management contracts, the establishment
of an intercompany note, and the establishment of the related estimated net
deferred Federal and state tax liabilities at a combined rate of 40% for
the estimated difference between the book and tax basis of the net assets
of the Unconsolidated Subsidiaries. The primary component of the deferred
tax liability is the difference between the new basis of the property
management contracts, as a result of the allocation of the purchase price
of IFG, and the historical tax basis.

(iv) Represents the issuance of common stock to the common stockholders of the
Unconsolidated Subsidiaries in exchange for notes receivable, in order for
the common stockholders to maintain their respective ownership interest in
the Unconsolidated Subsidiaries.

P-9
<PAGE> 124

AIMCO PROPERTIES, L.P.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (INSIGNIA MERGER)
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
COMPLETED
TRANSACTIONS
AND AMBASSADOR
PROBABLE NHP AMBASSADOR PURCHASE PRICE IFG AS
HISTORICAL(A) PURCHASES(B) TRANSACTIONS(C) HISTORICAL(D) ADJUSTMENTS(E) ADJUSTED(F)
------------- ------------ --------------- ------------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Rental and other property
revenues........................ $193,006 $120,337(I)
11,012(J) $ 6,660 $ 93,329 $ -- $ 6,912
Property operating expenses....... (76,168) (59,466)(I)
(4,860)(J) (2,941) (36,088) -- (3,307)
Owned property management
expense......................... (6,620) (4,327)(I)
(602)(J) (282) -- -- --
Depreciation...................... (37,741) (26,645)(I)
(2,172)(J) (1,414) (18,979) (5,997)(O) (966)
-------- -------- ------- -------- ------- --------
Income from property operations... 72,477 33,277 2,023 38,262 (5,997) 2,639
-------- -------- ------- -------- ------- --------
Management fees and other
income.......................... 13,937 -- 7,813 -- -- 94,330
Management and other expenses..... (9,910) -- (5,394) -- -- (57,615)
Corporate overhead allocation..... (588) -- -- -- -- --
Amortization...................... (1,401) -- (5,800) -- -- (16,768)
-------- -------- ------- -------- ------- --------
Income from service company
business........................ 2,038 -- (3,381) -- -- 19,947
Minority interest in service
company business................ (10) -- -- -- -- --
-------- -------- ------- -------- ------- --------
AIMCO's share of income from
service company business........ 2,028 -- (3,381) -- -- 19,947
-------- -------- ------- -------- ------- --------
General and administrative
expenses........................ (5,396) -- (1,025) (7,392) 7,392(P) (21,199)
Interest expense.................. (51,385) (3,451)(K)
(2,497)(L) (5,462) (26,987) (221)(Q) (9,035)
Interest income................... 8,676 -- 1,900 -- -- 10,967
Minority interest................. 1,008 458(M) 16 (851) 705(R) (12,871)
Equity in losses of unconsolidated
partnerships.................... (1,798) (122)(N) (8,542) 405 -- 12,515
Equity in earnings of
unconsolidated subsidiaries..... 4,636 -- 5,790 -- -- --
-------- -------- ------- -------- ------- --------
Income (loss) from operations..... 30,246 27,665 (8,681) 3,437 1,879 2,963
Income tax provision.............. -- -- -- -- -- 1,701
Gain on dispositions of
property........................ 2,720 (2,720) -- -- -- 80
-------- -------- ------- -------- ------- --------
Income (loss) before extraordinary
item............................ 32,966 24,945 (8,681) 3,437 1,879 4,744
Extraordinary item -- early
extinguishment of debt.......... (269) 269 -- -- -- --
-------- -------- ------- -------- ------- --------
Net income........................ 32,697 25,214 (8,681) 3,437 1,879 4,744
Income attributable to preferred
unitholders..................... 2,315 39,859 -- -- -- --
-------- -------- ------- -------- ------- --------
Income attributable to common
unitholders..................... $ 30,382 $(14,645) $(8,681) $ 3,437 $ 1,879 $ 4,744
======== ======== ======= ======== ======= ========
Basic earnings per OP unit........ $ 1.09
========
Diluted earnings per OP unit...... $ 1.08
========
Weighted average OP units
outstanding..................... 27,732
========
Weighted average OP units and
equivalents outstanding......... 28,113
========

IFG IFG
MERGER REORGANIZATION
ADJUSTMENTS(G) ADJUSTMENTS(H) PRO FORMA
-------------- -------------- ---------
<S> <C> <C> <C>
Rental and other property
revenues........................
$ -- $ -- $ 431,256
Property operating expenses.......
-- -- (182,830)
Owned property management
expense.........................
-- -- (11,831)
Depreciation......................
(2,350)(S) -- (96,264)
-------- -------- ---------
Income from property operations... (2,350) -- 140,331
-------- -------- ---------
Management fees and other
income.......................... -- (74,404)(X) 41,676
Management and other expenses..... -- 49,236(X) (23,683)
Corporate overhead allocation..... -- -- (588)
Amortization...................... (32,699)(T) 30,188(Y) (26,480)
-------- -------- ---------
Income from service company
business........................ (32,699) 5,020 (9,075)
Minority interest in service
company business................ -- -- (10)
-------- -------- ---------
AIMCO's share of income from
service company business........ (32,699) 5,020 (9,085)
-------- -------- ---------
General and administrative
expenses........................ -- 6,249(X) (21,371)
Interest expense..................
(14,750) -- (113,788)
Interest income................... -- 191(Z) 21,734(BB)
Minority interest................. 1,552(U) -- (9,983)
Equity in losses of unconsolidated
partnerships.................... (29,995)(V) -- (27,537)
Equity in earnings of
unconsolidated subsidiaries..... -- (4,578)(AA) 5,848(DD)
-------- -------- ---------
Income (loss) from operations..... (78,242) 6,882 (13,851)
Income tax provision.............. (1,701)(W) -- --
Gain on dispositions of
property........................ (80) -- --
-------- -------- ---------
Income (loss) before extraordinary
item............................ (80,023) 6,882 (13,851)
Extraordinary item -- early
extinguishment of debt.......... -- -- --
-------- -------- ---------
Net income........................ (80,023) 6,882 (13,851)
Income attributable to preferred
unitholders..................... -- -- 42,174(CC)
-------- -------- ---------
Income attributable to common
unitholders..................... $(80,023) $ 6,882 $ (56,025)(BB)
======== ======== =========
Basic earnings per OP unit........ $ (0.83)(BB)
=========
Diluted earnings per OP unit...... $ (0.83)(BB)
=========
Weighted average OP units
outstanding..................... 67,522
=========
Weighted average OP units and
equivalents outstanding......... 68,366
=========
</TABLE>

P-10
<PAGE> 125

- ---------------

(A) Represents the Partnership's audited consolidated results of operations
for the year ended December 31, 1997.

(B) Represents adjustments to reflect the following as if they had occurred
on January 1, 1997: (i) the 1997 Acquisitions; (ii) the 1997 Stock
Offerings; (iii) the 1997 Dispositions; (iv) the 1998 Stock Offerings;
(v) the 1998 Acquisitions; (vi) the Probable Purchases; (vii) the 1998
Dispositions; and (v) the Preferred Partnership Unit Offering.

(C) Represents adjustments to reflect the purchase of the NHP Real Estate
Companies, the NHP Merger, and the NHP Reorganization, as if the
transactions had taken place on January 1, 1997. These adjustments are
detailed, as follows:

<TABLE>
<CAPTION>
NHP
REAL ESTATE NHP NHP NHP NHP
PURCHASE(i) HISTORICAL(ii) ADJUSTMENTS(iii) REORGANIZATION(iv) TRANSACTIONS
----------- -------------- ---------------- ------------------ ------------
<S> <C> <C> <C> <C> <C>
Rental and other property
revenues................. $ 6,660(v) $ 16,842 $ -- $(16,842)(xvii) $ 6,660
Property operating
expenses................. (2,941)(v) (8,411) -- 8,411 (xvii) (2,941)
Owned property management
expense.................. (282)(v) (862) -- 862 (xvii) (282)
Depreciation............... (1,414)(vi) (2,527) (693)(xi) 3,220 (xvii) (1,414)
------- -------- ------- -------- -------
Income from property
operations............... 2,023 5,042 (693) (4,349) 2,023
------- -------- ------- -------- -------
Management fees and other
income................... 1,405(vii) 72,176 -- (65,768)(xviii) 7,813
Management and other
expenses................. (2,263)(viii) (35,267) -- 32,136 (xviii) (5,394)
Amortization............... -- (9,111) (4,432)(xii) 7,743 (xix) (5,800)
------- -------- ------- -------- -------
Income from service company
business................. (858) 27,798 (4,432) (25,889) (3,381)
------- -------- ------- -------- -------
General and administrative
expenses................. -- (16,266) 8,668 (xiii) 6,573 (xviii) (1,025)
Interest expense........... (5,082)(ix) (10,685) -- 10,305 (xx) (5,462)
Interest income............ 540(v) 1,963 -- (603)(xxi) 1,900
Minority interest.......... 16(v) -- -- -- 16
Equity in losses of
unconsolidated
partnerships............. (3,905)(x) -- (4,631)(xiv) (6) (8,542)
Equity in earnings of
unconsolidated
subsidiaries............. -- -- (4,636)(xv) 10,426 (xxii) 5,790
------- -------- ------- -------- -------
Income (loss) from
operations............... (7,266) 7,852 (5,724) (3,543) (8,681)
Income tax provision....... -- (3,502) 3,502 (xvi) -- --
------- -------- ------- -------- -------
Net income (loss).......... $(7,266) $ 4,350 $(2,222) $ (3,543) $(8,681)
======= ======== ======= ======== =======
</TABLE>

- ---------------

(i) Represents the adjustment to record activity from January 1, 1997 to
the date of acquisition, as if the acquisition of the NHP Real
Estate Companies had occurred on January 1, 1997. The historical
financial statements of the NHP Real Estate Companies consolidate
certain real estate partnerships in which they have an interest that
will be presented on the equity method by the Partnership as a
result of the NHP Real Estate Reorganization. In addition,
represents adjustments to record additional depreciation and
amortization related to the increased basis in the assets of the NHP
Real Estate Companies as a result of the allocation of the purchase
price of the NHP Real Estate Companies and additional interest
expense incurred in connection with borrowings incurred by the
Partnership to consummate the NHP Real Estate Acquisition.

(ii)Represents the unaudited consolidated results of operations of NHP
for the period from January 1, 1997 through December 8, 1997 (date
of the NHP Merger).

P-11
<PAGE> 126

(iii)
Represents the following adjustments occurring as a result of the
NHP Merger: (i) the reduction in personnel costs, primarily
severance costs, pursuant to a restructuring plan; (ii) the
incremental depreciation of the purchase price adjustment related to
real estate; (iii) the incremental amortization of the purchase
price adjustment related to the management contracts, furniture,
fixtures and equipment, and goodwill; (iv) the reversal of equity in
earnings of NHP during the pre-merger period when the Partnership
held a 47.62% interest in NHP; and (v) the amortization of the
increased basis in investments in real estate partnerships based on
the purchase price adjustment related to real estate and an
estimated average life of 20 years.

(iv)Represents adjustments related to the NHP Reorganization, whereby
the Partnership contributed or sold to the Unconsolidated
Subsidiaries and the Unconsolidated Partnership: (i) certain assets
and liabilities of NHP, primarily related to the management
operations and other businesses owned by NHP and (ii) 12 real estate
properties containing 2,905 apartment units. The adjustments
represent (i) the related revenues and expenses primarily related to
the management operations and other businesses owned by NHP and (ii)
the historical results of operations of such real estate
partnerships contributed, with additional depreciation and
amortization recorded related to the Partnership's new basis
resulting from the allocation of the combined purchase price of NHP
and the NHP Real Estate Companies.

(v) Represents adjustments to reflect the acquisition of the NHP Real
Estate Companies and the corresponding historical results of
operations as if they had occurred on January 1, 1997.

(vi)Represents incremental depreciation related to the consolidated real
estate assets purchased from the NHP Real Estate Companies.
Buildings and improvements are depreciated on the straight-line
method over a period of 30 years, and furniture and fixtures are
depreciated on the straight-line method over a period of 5 years.

(vii)
Represents the adjustment to record the revenues from ancillary
businesses purchased from the NHP Real Estate Companies as if the
acquisition had occurred on January 1, 1997.

(viii)
Represents $4,878 related to the adjustment to record the expenses
from ancillary businesses purchased from the NHP Real Estate
Companies as if the acquisition had occurred on January 1, 1997,
less $2,615 related to a reduction in personnel costs pursuant to a
restructuring plan, approved by the Company's senior management,
assuming that the acquisition of the NHP Real Estate Companies had
occurred on January 1, 1997 and that the restructuring plan was
completed on January 1, 1997. The restructuring plan specifically
identifies all significant actions to be taken to complete the
restructuring plan, including the reduction of personnel, job
functions, location and the date of completion.

(ix)Represents adjustments in the amount of $3,391 to reflect the
acquisition of the NHP Real Estate Companies and the corresponding
historical results of operations as if they had occurred on January
1, 1997, as well as the increase in interest expense in the amount
of $1,691 related to borrowings on the Partnership's credit
facilities of $55,807 to finance the NHP Real Estate Acquisition.

(x) Represents adjustments in the amount of $2,432 to reflect the
acquisition of the NHP Real Estate Companies and the corresponding
historical results of operations as if they had occurred on January
1, 1997, as well as amortization of $1,473 related to the increased
basis in investment in real estate partnerships, as a result of the
allocation of the purchase price of the NHP Real Estate Companies,
based on an estimated average life of 20 years.

(xi)Represents incremental depreciation related to the real estate
assets purchased from NHP. Buildings and improvements are
depreciated on the straight-line method over a period of 20 years,
and furniture and fixtures are depreciated on the straight-line
method over a period of 5 years.

(xii)
Represents incremental depreciation and amortization of the tangible
and intangible assets related to the property management and other
business operated by the Unconsolidated

P-12
<PAGE> 127

Subsidiaries, based on the Partnership's new basis as adjusted by
the allocation of the combined purchase price of NHP including
amortization of management contracts of $3,782, depreciation of
furniture, fixtures and equipment of $2,018 and amortization of
goodwill of $7,743, less NHP's historical depreciation and
amortization of $9,111. Management contracts are amortized using the
straight-line method over the weighted average life of the contracts
estimated to be approximately 15 years. Furniture, fixtures and
equipment are depreciated using the straight-line method over the
estimated life of 3 years. Goodwill is amortized using the
straight-line method over 20 years.

(xiii)
Represents a reduction in personnel costs, primarily severance
costs, pursuant to a restructuring plan, approved by the Company's
senior management, specifically identifying all significant actions
to be taken to complete the restructuring plan, assuming that the
NHP Merger had occurred on January 1, 1997 and that the
restructuring plan was completed on January 1, 1997.

(xiv)
Represents adjustment for amortization of the increased basis in
investments in real estate partnerships, as a result of the
allocation of the combined purchase price of NHP and the NHP Real
Estate Companies, based on an estimated average life of 20 years.

(xv)Represents the reversal of equity in earnings in NHP during the
pre-merger period when the Partnership held a 47.62% interest in
NHP, as a result of the Partnership's acquisition of 100% of the NHP
Common Stock.

(xvi)
Represents the reversal of NHP's income tax provision due to the
restructuring of the management business to the Unconsolidated
Subsidiaries.

(xvii)
Represents the contribution of NHP's 12 real estate properties
containing 2,905 apartment units to the Unconsolidated Partnership
pursuant to the NHP Reorganization.

(xviii)
Represents the historical income and expenses associated with
certain assets and liabilities of NHP that were contributed or sold
to the Unconsolidated Subsidiaries, primarily related to the
management operations and other businesses owned by NHP.

(xix)
Represents the amortization and depreciation of certain management
contracts and other assets of NHP, based on the Partnership's new
basis resulting from the allocation of the purchase price of NHP,
that will be contributed or sold to the Unconsolidated Subsidiaries,
primarily related to the management operations and other businesses
owned by NHP.

(xx)Represents interest expense of $6,020 related to the contribution of
NHP's 12 real estate properties containing 2,905 apartment units to
the Unconsolidated Partnership and interest expense of $4,285
related to the certain assets and liabilities that will be
contributed or sold to the Unconsolidated Subsidiaries pursuant to
the NHP Reorganization.

(xxi)
Represents the interest income of $5,000 earned on notes payable of
$50,000 to the Partnership issued as consideration for certain
assets and liabilities sold to the Unconsolidated Subsidiaries by
the Partnership, net of the elimination of the Partnership's share
of the related interest expense of $4,750 reflected in the equity in
earnings of the Unconsolidated Subsidiaries operating results,
offset by $853 in interest income primarily related to the
management operations and other businesses owned by NHP contributed
or sold to the Unconsolidated Subsidiaries pursuant to the NHP
Reorganization.

(xxii)
Represents the Partnership's equity in earnings of the
Unconsolidated Subsidiaries.

(D) Represents the audited historical statement of operations of Ambassador
for the year ended December 31, 1997. Certain reclassifications have been
made to Ambassador's historical statement of operations to conform to the
Partnership's Statement of Operations presentation. The Ambassador
historical statement of operations excludes extraordinary loss of $1,384
and a loss on sale of an interest rate cap of $509.

P-13
<PAGE> 128

interest expense resulting from the net reduction of debt; and (iv) the
elimination of the minority interest associated with Jupiter-I, L.P.

(F) Represents adjustments to reflect the IFG Merger, the AMIT Merger, the
IPT Merger, and the spin-off of Holdings as if these transactions had
occurred on January 1, 1997. These adjustments are detailed, as follows:

<TABLE>
<CAPTION>
IFG AMIT HOLDINGS IFG
HISTORICAL(i) MERGER(ii) SPIN-OFF(iii) AS ADJUSTED
------------- ---------- ------------- -----------
<S> <C> <C> <C> <C>
Rental and other property
revenues....................... $ 6,646 $ 266 $ -- $ 6,912
Property operating expenses...... (3,251) (56) -- (3,307)
Depreciation..................... (966) -- -- (966)
--------- ------- --------- --------
Income from property
operations..................... 2,429 210 -- 2,639
--------- ------- --------- --------
Management fees and other
income......................... 389,626 -- (295,296) 94,330
Management and other expenses.... (315,653) -- 258,038 (57,615)
Amortization..................... (31,709) (303) 15,244 (16,768)
--------- ------- --------- --------
Income from service company
business....................... 42,264 (303) (22,014) 19,947
--------- ------- --------- --------
General and administrative
expenses....................... (20,435) (1,351) 587 (21,199)
Interest expense................. (9,353) -- 318 (9,035)
Interest income.................. 4,571 6,853 (457) 10,967
Minority interest................ (12,448) (382) (41) (12,871)
Equity in income (losses) of
unconsolidated partnership..... 10,027 2,639 (151) 12,515
--------- ------- --------- --------
Income (loss) from operations.... 17,055 7,666 (21,758) 2,963
Income tax provision............. (6,822) (180) 8,703 1,701
Gain on sale of property......... -- 80 -- 80
--------- ------- --------- --------
Net income (loss)................ 10,233 7,566 (13,055) 4,744
========= ======= ========= ========
</TABLE>

- ---------------

(i) Represents the audited consolidated results of operations of IFG for
the year ended December 31, 1997, as reported in IFG's Annual Report
on Form 10-K. Certain reclassifications have been made to IFG's
historical statement of operations to conform to the Partnership's
statement of operations presentation.

(ii)Represents the historical statement of operations of AMIT, as well
as pro forma adjustments related to the AMIT Merger. The AMIT Merger
closed prior to the IFG Merger.

(iii)
Represents the distribution of two shares of Holdings common stock
for each three shares of IFG common stock to holders of IFG common
stock.

(G) Represents the following adjustments occurring as a result of the IFG
Merger and the IPT Merger: (i) the incremental depreciation of the
purchase price adjustment related to consolidated real estate and
investments in real estate partnerships; (ii) the amortization of
goodwill and property management contracts resulting from the IFG Merger;
(iii) the increase in interest expense resulting from the net increase in
debt; and (iv) the elimination of the income tax provision.

(H) Represents adjustments related to the IFG Reorganization, whereby,
following the IFG Merger, the Partnership contributed or sold to the
Unconsolidated Subsidiaries certain assets and liabilities of IFG,
primarily management contracts and related working capital assets and
liabilities related to IFG's third party management operations. The
adjustments reflect the related revenues and expenses primarily related
to the management operations owned by IFG, with additional amortization
recorded related to the Partnership's new basis resulting from the
allocation of the purchase price of IFG.

P-14
<PAGE> 129

(I) Represents adjustments to reflect the 1997 Property Acquisitions and the
1998 Acquisitions, less the 1997 Dispositions and the 1998 Dispositions
as if they had occurred on January 1, 1997. These pro forma operating
results are based on historical results of the properties, except for
depreciation, which is based on the Partnership's investment in the
properties.

These adjustments are as follows:

<TABLE>
<CAPTION>
1997 PROPERTY 1997 1998 1998
ACQUISITIONS DISPOSITIONS ACQUISITIONS DISPOSITIONS TOTAL
------------- ------------ ------------ ------------ --------
<S> <C> <C> <C> <C> <C>
Rental and other
property
revenues........... $ 88,589 $(4,081) $ 39,132 $(3,303) $120,337
Property operating
expense............ (44,109) 1,944 (18,655) 1,354 (59,466)
Owned property
management
expense............ (3,233) 133 (1,349) 122 (4,327)
Depreciation......... (16,839) 452 (10,946) 688 (26,645)
</TABLE>

(J) Represents adjustments to reflect the Probable Purchases as if they had
occurred on January 1, 1997. These pro forma operating results are based
on historical results of the properties, except for depreciation, which
is based on the Partnership's investment in the properties.

(K) Represents adjustments to interest expense for the following:

<TABLE>
<S> <C>
Borrowings on the Partnership's credit facilities and other
loans and mortgages assumed in connection with the 1997
Property Acquisitions..................................... $(29,490)
Repayments on the Partnership's credit facilities and other
indebtedness with proceeds from the 1997 Dispositions and
the 1997 Stock Offerings.................................. 19,568
Repayments on the Partnership's credit facilities with
proceeds from a dividend received from one of the
Unconsolidated Subsidiaries............................... 1,889
Borrowings on the Partnership's credit facilities and other
loans and mortgages assumed in connection with the 1998
Acquisitions.............................................. (15,994)
Repayments on the Partnership's credit facilities and other
indebtedness with proceeds from the 1998 Dispositions and
the 1998 Stock Offerings.................................. 20,113
Repayments on AIMCO's credit facilities and other
indebtedness with proceeds from the Preferred Partnership
Unit Offering............................................. 463
--------
$ (3,451)
========
</TABLE>

(L) Represents adjustments to interest expense related to the assumption of
mortgage debt in connection with the Probable Purchases.

(M) Represents (i) loss of $181 related to limited partners in consolidated
partnerships acquired in connection with the 1997 Property Acquisitions
and the 1998 Property Acquisitions and (ii) income of $502 allocable to
the Partnership Preferred Units.

(N) Represents the reduction in the Partnership's earnings in unconsolidated
partnerships as a result of the consolidation of additional partnerships
resulting from additional ownership acquired through tender offers.

(O) Represents incremental depreciation related to the real estate assets
purchased in connection with the Ambassador Merger. Buildings and
improvements are depreciated on the straight-line method over a period of
30 years, and furniture and fixtures are depreciated on the straight-line
method over a period of 5 years.

P-15
<PAGE> 130

(P) Decrease results from identified historical costs of certain items which
will be eliminated or reduced as a result of the Ambassador Merger, as
follows:

<TABLE>
<S> <C>
Duplication of public company expenses...................... $ 724
Reduction in salaries and benefits.......................... 4,197
Merger related costs........................................ 524
Other....................................................... 1,947
------
$7,392
======
</TABLE>

The reduction in salaries and benefits is pursuant to a restructuring
plan, approved by the Company's senior management, assuming that the
Ambassador Merger had occurred on January 1, 1997 and that the
restructuring plan was completed on January 1, 1997. The restructuring
plan specifically identifies all significant actions to be taken to
complete the restructuring plan, including the reduction of personnel,
job functions, location and date of completion.

(Q) Represents the decrease in interest expense of $3,612 related to the
repayment of the Ambassador revolving lines of credit upon consummation
of the Ambassador Merger, offset by an increase in interest expense of
$3,833 related to borrowings under the Partnership's credit facilities.

(R) Represents elimination of minority interest in Jupiter-I, L.P. resulting
from the redemption of limited partnership interests not owned by
Ambassador in connection with the Ambassador Merger.

(S) Represents incremental depreciation related to the consolidated real
estate assets purchased in connection with the IFG Merger and IPT Merger,
based on the Partnership's new basis resulting from the allocation of the
purchase price of IFG and IPT. Buildings and improvements are depreciated
on the straight-line method over a period of 20 years, and furniture and
fixtures are depreciated on the straight-line method over a period of 5
years.

(T) Represents incremental depreciation and amortization of the tangible and
intangible assets related to the property management business of IFG,
based on the Partnership's new basis resulting from the allocation of the
purchase price of IFG, including amortization of property management
contracts of $38,885, amortization of goodwill of $6,526, and
depreciation of furniture, fixtures, and equipment of $3,753, less IFG's
historical depreciation and amortization of $16,465. Property management
contracts are amortized using the straight-line method over a period of
three years. Furniture, fixtures, and equipment are depreciated using the
straight-line method over a period of three years. Goodwill is amortized
using the straight-line method over 20 years.

(U) Represents elimination of minority interest of IPT resulting from the IPT
merger.

(V) Represents amortization related to the increased basis in investment in
real estate partnerships, as a result of the allocation of the purchase
price of IFG and IPT, based on an estimated average life of 20 years, and
based on the Partnership's new basis resulting from the allocation of the
purchase price of IFG and IPT.

(W) Represents the reversal of IFG's income tax provision.

(X) Represents the historical income and expenses associated with certain
assets and liabilities of IFG that were contributed or sold to the
Unconsolidated Subsidiaries, primarily related to the management
operations of IFG.

(Y) Represents the depreciation and amortization of certain management
contracts and furniture, fixtures, and equipment that were contributed or
sold to the Unconsolidated Subsidiaries, primarily related to the
management operations of IFG, based on the Partnership's new basis
resulting from the allocation of the purchase price of IFG.

(Z) Represents interest income of $3,825 earned on notes payable of $45,000
to the Partnership issued as consideration for certain assets and
liabilities sold to the Unconsolidated Subsidiaries by the Partnership,
net of the elimination of the Partnership's share of the related interest
expense of $3,634 reflected on the equity in earnings of the
Unconsolidated Subsidiaries.

(AA) Represents the Partnership's equity in earnings of the Unconsolidated
Subsidiaries.

P-16
<PAGE> 131

(BB) The following table presents the net impact to pro forma net loss
applicable to holders of OP Units and net loss per OP Units assuming the
interest rate per annum increases by 0.25%:

<TABLE>
<S> <C>
Increase in interest expense................................ $ 938
========
Net income.................................................. $(14,789)
========
Net loss attributable to OP unitholders..................... $(56,963)
========
Basic loss per OP unit...................................... $ (0.84)
========
Diluted loss per OP unit.................................... $ (0.84)
========
</TABLE>

(CC) Represents the net income attributable to holders of the Class B
Preferred Units, the Class C Preferred Units, the Class D Preferred
Units, the Class G Preferred Units, the Class H Preferred Units and the
Class J Preferred Units as if these Preferred Units had been issued as of
January 1, 1997.

(DD) Represents the Partnership's equity in earnings in the Unconsolidated
Subsidiaries of $(2,536), plus the elimination of intercompany interest
expense of $8,384. The combined Pro Forma Statement of Operations of the
Unconsolidated Subsidiaries for the year ended December 31, 1997 is
presented below, which represents the effects of the Ambassador Merger,
the NHP Merger, the NHP Reorganization, the IFG Merger, and the IFG
Reorganization as if these transactions had occurred as of January 1,
1997.

P-17
<PAGE> 132

UNCONSOLIDATED SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (INSIGNIA MERGER)
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
REORGANIZATION IFG
HISTORICAL(i) ADJUSTMENTS(ii) REORGANIZATION(iii) PRO FORMA
------------- --------------- ------------------- ---------
<S> <C> <C> <C> <C>
Rental and other property revenues...... $ 6,194 $ 6,371(iv) $ -- $ 12,565
Property operating expenses............. (3,355) (3,531)(iv) -- (6,886)
Owned property management expense....... (147) (478)(iv) -- (625)
Depreciation expense.................... (1,038) (767)(iv) -- (1,805)
-------- -------- -------- --------
Income from property operations......... 1,654 1,595 -- 3,249
-------- -------- -------- --------
Management fees and other income........ 23,776 41,992(v) 74,404(x) 140,172
Management and other expenses........... (11,733) (20,403)(v) (49,236)(x) (81,372)
Amortization............................ (3,726) (4,017)(v) (30,188)(xi) (37,931)
-------- -------- -------- --------
Income from service company............. 8,317 17,572 (5,020) 20,869
General and administrative expense...... -- (6,573)(v) (6,249)(x) (12,822)
Interest expense........................ (6,058) (5,849)(vi) (3,825)(xii) (15,732)
Interest income......................... 1,001 (148)(v) -- 853
Minority interest....................... (2,819) 2,198(viii) -- (621)
Equity in losses of unconsolidated
partnerships.......................... (1,028) 1,028(iv) -- --
Equity in earnings of Unconsolidated
Subsidiaries.......................... 2,943 (2,943)(vii) -- --
-------- -------- -------- --------
Income (loss) from operations........... 4,010 6,880 (15,094) (4,204)
Income tax provision.................... (1,902) (3,013)(ix) 6,450(xiii) 1,535
-------- -------- -------- --------
Net income (loss)....................... $ 2,108 $ 3,867 $ (8,644) $ (2,669)
======== ======== ======== ========
Income attributable to preferred
unitholders........................... $ 2,198 $ 3,478 $ (8,212) $ (2,536)
======== ======== ======== ========
Income (loss) attributable to common
unitholders........................... $ (90) $ 389 $ (432) $ (133)
======== ======== ======== ========
</TABLE>

- ---------------

(i) Represents the historical results of operations of the Unconsolidated
Subsidiaries for the year ended December 31, 1997.

(ii) Represents adjustments related to the NHP Reorganization, which includes
the sale or contribution of 14 properties containing 2,725 apartment units
from the unconsolidated partnerships to the Unconsolidated Subsidiaries,
as well as the sale or contribution of 12 properties containing 2,905
apartment units from the Unconsolidated Subsidiaries to the Unconsolidated
Partnership.

(iii) Represents adjustments related to the IFG Reorganization, whereby,
following the IFG Merger, the Partnership contributed or sold to the
Unconsolidated Subsidiaries certain assets and liabilities of IFG,
primarily related to the management operations owned by IFG. The
adjustments reflect the related revenues and expenses primarily related to
the management operations owned by IFG, with additional amortization
recorded related to the Partnership's new basis resulting from the
allocation of the purchase price of IFG.

(iv) Represents adjustments for the historical results of operations of the 14
real estate properties contributed or sold to the Unconsolidated
Subsidiaries, offset by the historical results of operations of the 12
real estate properties contributed or sold to the Unconsolidated
Partnership, with additional depreciation recorded related to the
Partnership's new basis resulting from the allocation of purchase price of
NHP and the NHP Real Estate Companies.

P-18
<PAGE> 133

(v) Represents adjustments to reflect income and expenses associated with
certain assets and liabilities of NHP contributed or sold to the
Unconsolidated Subsidiaries.

(vi) Represents adjustments of $6,058 to reverse the historical interest
expense of the Unconsolidated Subsidiaries, which resulted from its
original purchase of NHP Common Stock, offset by $2,622 related to the
contribution or sale of the 14 real estate properties, $4,285 related to
assets and liabilities transferred from the Partnership to the
Unconsolidated Subsidiaries and $5,000 related to a note payable to the
Partnership.

(vii) Represents the reversal of the historical equity in earnings of NHP for
the period in which NHP was not consolidated by the Unconsolidated
Subsidiaries.

(viii)Represents the minority interest in the operations of the 14 real estate
properties.

(ix) Represents the estimated Federal and state tax provisions, which are
calculated on the pro forma operating results of the Unconsolidated
Subsidiaries, excluding amortization of goodwill which is not deductible
for tax purposes.

(x) Represents the historical income and expenses associated with certain
assets and liabilities of IFG that were contributed or sold to the
Unconsolidated Subsidiaries, primarily related to the management
operations of IFG.

(xi) Represents the depreciation and amortization of certain management
contracts and furniture, fixtures, and equipment that were contributed or
sold to the Unconsolidated Subsidiaries, primarily related to the
management operations of IFG, based on the Partnership's new basis
resulting from the allocation of the purchase price of IFG.

(xii) Represents adjustment for interest expense related to a note payable to
the Partnership.

(xiii)Represents the estimated Federal and state tax provisions, which are
calculated on the pro forma operating results of the Unconsolidated
Subsidiaries, excluding amortization of goodwill, which is not deductible
for tax purposes.

P-19
<PAGE> 134

AIMCO PROPERTIES, L.P.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (INSIGNIA MERGER)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
COMPLETED
TRANSACTIONS AMBASSADOR
AND PROBABLE AMBASSADOR PURCHASE PRICE IFG AS
HISTORICAL(A) PURCHASES(B) HISTORICAL(C) ADJUSTMENTS(D) ADJUSTED(E)
------------- ------------ ------------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Rental and other property revenues............. $ 265,700 $ 19,603(H) $ $ $
8,398(I) 35,480 -- 8,126
Property operating expenses.................... (101,600) (9,009)(H)
(3,745)(I) (14,912) -- (2,585)
Owned property management expense.............. (7,746) (728)(H)
(459)(I) -- -- --
Depreciation................................... (59,792) (4,886)(H)
(2,624)(I) (7,270) (1,420)(M) (904)
--------- -------- -------- ------- --------
Income from property operations................ 96,562 6,550 13,298 (1,420) 4,637
--------- -------- -------- ------- --------
Management fees and other income............... 13,968 -- -- -- 71,155
Management and other expenses.................. (8,101) -- -- -- (41,477)
Corporate overhead allocation.................. (196) -- -- -- --
Amortization................................... (3) -- -- -- (13,986)
--------- -------- -------- ------- --------
Income from service company business........... 5,668 -- -- -- 15,692
--------- -------- -------- ------- --------
General and administrative expenses............ (7,444) -- (5,278) 5,278(N) (61,386)
Interest expense............................... (56,756) 1,975(J)
(2,469)(K) (10,079) 145(O) (24,871)
Interest income................................ 18,244 (1) -- -- 22,501
Minority interest.............................. (1,052) 160(L) (252) 252(P) (14,159)
Equity in losses of unconsolidated
partnerships................................. (5,078) -- (71) -- 13,492
Equity in earnings of unconsolidated
subsidiaries................................. 8,413 -- -- -- --
Amortization of goodwill....................... (5,071) -- -- -- --
--------- -------- -------- ------- --------
Income (loss) from operations.................. 53,486 6,215 (2,382) 4,255 (44,094)
Income tax provision........................... -- -- -- -- 1,180
Gain on dispositions of property............... 2,783 (2,783) -- -- 6,576
--------- -------- -------- ------- --------
Net income..................................... 56,269 3,432 (2,382) 4,255 (36,338)
Income attributable to preferred unitholders... 16,320 16,094 -- -- --
--------- -------- -------- ------- --------
Income (loss) attributable to common
unitholders.................................. $ 39,949 $(12,662) $ (2,382) $ 4,255 $(36,338)
========= ======== ======== ======= ========
Basic earnings (loss) per OP Unit.............. $ 0.80
=========
Diluted earnings (loss) per OP Unit............ $ 0.79
=========
Weighted average OP Units outstanding.......... 50,420
=========
Weighted average OP Unit and equivalents
outstanding.................................. 50,544
=========

IFG IFG
MERGER REORGANIZATION
ADJUSTMENTS(F) ADJUSTMENTS(G) PRO FORMA
-------------- -------------- ---------
<S> <C> <C> <C>
Rental and other property revenues............. $ $ $
-- -- 337,307
Property operating expenses....................
-- -- (131,851)
Owned property management expense..............
-- -- (8,933)
Depreciation...................................
(1,583)(Q) -- (78,479)
-------- -------- ---------
Income from property operations................ (1,583) -- 118,044
-------- -------- ---------
Management fees and other income............... -- (56,211)(W) 28,912
Management and other expenses.................. -- 35,192(W) (14,386)
Corporate overhead allocation.................. -- -- (196)
Amortization................................... (23,895)(R) 22,641(X) (15,243)
-------- -------- ---------
Income from service company business........... (23,895) 1,622 (913)
-------- -------- ---------
General and administrative expenses............ 45,823(S) 14,375(W) (8,632)
Interest expense...............................
7,045 -- (85,010)(AA)
Interest income................................ -- 143(Y) 40,887
Minority interest.............................. 6,622(T) -- (8,429)
Equity in losses of unconsolidated
partnerships................................. (18,577)(U) -- (10,234)
Equity in earnings of unconsolidated
subsidiaries................................. -- (7,562)(Z) 851(CC)
Amortization of goodwill....................... -- -- (5,071)
-------- -------- ---------
Income (loss) from operations.................. 15,435 8,578 41,493
Income tax provision........................... (1,180)(V) -- --
Gain on dispositions of property............... (6,576) -- --
-------- -------- ---------
Net income..................................... 7,679 8,578 41,493
Income attributable to preferred unitholders... -- -- 32,414(BB)
-------- -------- ---------
Income (loss) attributable to common
unitholders.................................. $ 7,679 $ 8,578 $ 9,079(AA)
======== ======== =========
Basic earnings (loss) per OP Unit.............. $ 0.13(AA)
=========
Diluted earnings (loss) per OP Unit............ $ 0.13(AA)
=========
Weighted average OP Units outstanding.......... 68,554
=========
Weighted average OP Unit and equivalents
outstanding.................................. 69,218
=========
</TABLE>

P-20
<PAGE> 135

- ---------------

(A) Represents the Partnership's unaudited consolidated results of operations
for the nine months ended September 30, 1998.

(B) Represents adjustments to reflect the following as if they had occurred
on January 1, 1998: (i) the 1998 Stock Offerings; (ii) the 1998
Acquisitions; (iii) the Probable Purchases; (iv) the 1998 Dispositions;
and (v) the Preferred Partnership Unit Offering.

(C) Represents the unaudited historical statement of operations of Ambassador
for the four months ended April 30, 1998. Certain reclassifications have
been made to Ambassador's historical Statement of Operations to conform
to the Partnership's Statement of Operations presentation.

(D) Represents the following adjustments occurring as a result of the
Ambassador Merger: (i) the incremental depreciation of the purchase price
adjustment related to real estate; (ii) the reduction in personnel costs,
primarily severance costs, pursuant to a restructuring plan; (iii) the
reduction of interest expense resulting from the net reduction of debt;
and (iv) the elimination of the minority interest associated with
Jupiter-I, L.P.

(E) Represents adjustments to reflect the IFG Merger, the AMIT Merger, the
IPT Merger and the spin-off of the common stock of Holdings as if these
transactions had occurred on January 1, 1998. These adjustments are
detailed, as follows:

<TABLE>
<CAPTION>
HOLDINGS
IFG AMIT SPIN- IFG
HISTORICAL(i) MERGER(ii) OFF(iii) AS ADJUSTED
------------- ---------- ------------- -----------
<S> <C> <C> <C> <C>
Rental and other property revenues...... $ 7,566 $ 560 $ -- $ 8,126
Property operating expenses............. (2,585) -- -- (2,585)
Depreciation............................ (904) -- -- (904)
--------- ------ --------- --------
Income from property operations......... 4,077 560 -- 4,637
--------- ------ --------- --------
Management fees and other income........ 311,475 -- (240,320) 71,155
Management and other expenses........... (252,295) -- 210,818 (41,477)
Amortization............................ (26,781) (48) 12,843 (13,986)
--------- ------ --------- --------
Income from service company business.... 32,399 (48) (16,659) 15,692
--------- ------ --------- --------
General and administrative expenses..... (66,272) (675) 5,561 (61,386)
Interest expense........................ (24,164) -- (707) (24,871)
Interest income......................... 18,817 4,193 (509) 22,501
Minority interest....................... (14,159) -- -- (14,159)
Equity in losses of unconsolidated
partnerships.......................... 12,169 1,323 13,492
--------- ------ --------- --------
Income (loss) from operations........... (37,133) 4,030 (10,991) (44,094)
Income tax provision.................... (4,772) -- 5,952 1,180
Gain on disposition of property......... 5,888 688 -- 6,576
--------- ------ --------- --------
Item income (loss)...................... $ (36,017) $4,718 $ (5,039) $(36,338)
========= ====== ========= ========
</TABLE>

----------------------

(i)
Represents the unaudited consolidated results of operations of IFG for
the nine months ended September 30, 1998.

Certain reclassifications have been made to IFG's historical statement
of operations to conform to the Partnership's statement of operations
presentation.

(ii)
Represents the historical statement of operations of AMIT, as well as
pro forma adjustments related to the AMIT Merger. The AMIT Merger
closed prior to the IFG Merger.

(iii)
Represents the distribution of two shares of Holdings common stock for
each three shares of IFG common stock to holders of IFG common stock.

(F) Represents the following adjustments occurring as a result of the IFG
Merger: (i) the incremental depreciation of the purchase price adjustment
related to consolidated real estate and investments in real estate
partnerships; (ii) the amortization of goodwill and property management
contracts

P-21
<PAGE> 136

resulting from the IFG Merger; (iii) the increase in interest expense
resulting from the net increase in debt; and (iv) the elimination of the
income tax provision.

(G) Represents adjustments related to the IFG Reorganization, whereby,
following the IFG Merger, the Partnership contributed or sold to the
combined Unconsolidated Subsidiaries certain assets and liabilities of
IFG, primarily management contracts and related working capital assets
and liabilities related to IFG's third party management operations. The
adjustments reflect the related revenues and expenses primarily related
to the management operations owned by IFG, with additional amortization
recorded related to the Partnership's new basis resulting from the
allocation of the purchase price of IFG.

(H) Represents adjustments to reflect the 1998 Acquisitions, less the 1998
Dispositions as if they had occurred on January 1, 1998. These pro forma
operating results are based on historical results of the properties,
except for depreciation, which is based on the Partnership's investment
in the properties.

These adjustments are as follows:

<TABLE>
<CAPTION>
1998 1998
ACQUISITIONS DISPOSITIONS TOTAL
------------ ------------ -------
<S> <C> <C> <C>
Rental and other property revenues......... $20,554 $(951) $19,603
Property operating expense................. (9,385) 376 (9,009)
Owned property management expense.......... (765) 37 (728)
Depreciation............................... (4,979) 93 (4,886)
</TABLE>

(I) Represents adjustments to reflect the Probable Purchases as if they had
occurred on January 1, 1998. These pro forma operating results are based
on historical results of the properties, except for depreciation, which
is based on the Partnership's investment in the properties.

(J) Represents adjustments to interest expense for the following:

<TABLE>
<S> <C>
Borrowings on the Partnership's credit facilities and
other loans and mortgages assumed in connection with
the 1998 Acquisitions.................................. $(8,698)
Repayments on the Partnership's credit facilities and
other indebtedness with proceeds from the 1998
Dispositions and the 1998 Stock
Offerings.............................................. 10,326
Repayments on AIMCO's credit facilities and other
indebtedness with proceeds from the Preferred
Partnership Unit Offering.............................. 347
-------
$ 1,975
=======
</TABLE>

(K) Represents adjustments to interest expense related to the assumption of
mortgage debt in connection with the probable purchases.

(L) Represents (i) loss of $537 related to limited partners in consolidated
partnerships acquired in connection with the 1998 Acquisitions and (ii)
income of $377 allocable to the Partnership Preferred Units.

(M) Represents incremental depreciation related to the real estate assets
purchased in connection with the Ambassador Merger. Buildings and
improvements are depreciated on the straight-line method over a period of
30 years, and furniture and fixtures are depreciated on the straight-line
method over a period of 5 years.

(N) Decrease results from identified historical costs of certain items which
will be eliminated or reduced as a result of the Ambassador Merger, as
follows:

<TABLE>
<S> <C>
Duplication of public company expenses.................... $ 355
Reduction in salaries and benefits........................ 2,482
Merger related costs...................................... 1,212
Other..................................................... 1,229
------
$5,278
======
</TABLE>

P-22
<PAGE> 137

The reduction in salaries and benefits is pursuant to a restructuring
plan, approved by the Company's senior management, assuming that the
Ambassador Merger had occurred on January 1, 1998 and that the
restructuring plan was completed on January 1, 1998. The restructuring
plan specifically identifies all significant actions to be taken to
complete the restructuring plan, including the reduction of personnel,
job functions, location and date of completion.

(O) Represents the decrease in interest expense of $1,480 related to the
repayment of the Ambassador revolving lines of credit upon consummation
of the Ambassador Merger, offset by an increase in interest expense of
$1,335 related to borrowings under the Partnership's line of credit.

(P) Represents elimination of minority interest in Jupiter-I, L.P. resulting
from the redemption of limited partnership interests not owned by
Ambassador in connection with the Ambassador Merger.

(Q) Represents incremental depreciation related to the consolidated real
estate assets purchased in connection with the IFG Merger and IPT Merger,
based on the Partnership's new basis resulting from the allocation of the
purchase price of IFG and IPT. Buildings and improvements are depreciated
on the straight-line method over a period of 20 years, and furniture and
fixtures are depreciated on the straight-line method over a period of 5
years.

(R) Represents incremental depreciation and amortization of the tangible and
intangible assets related to the property management business of IFG,
based on the Partnership's new basis resulting from the allocation of the
purchase price of IFG, including amortization of property management
contracts of $30,096, amortization of goodwill of $4,895, and
depreciation of furniture, fixtures, and equipment of $2,842, less IFG's
historical depreciation and amortization of $13,938. Property management
contracts are amortized using the straight-line method over a period of
three years. Furniture, fixtures, and equipment are depreciated using the
straight-line method over a period of three years. Goodwill is amortized
using the straight-line method over 20 years.

(S) Represents the elimination of merger related expenses recorded by IFG
during the nine months ended September 30, 1998. In connection with the
IFG Merger, certain IFG executives will receive one-time lump-sum
payments in connection with the termination of their employment and
option agreements. The total of these lump sum payments is estimated to
be approximately $50,000.

(T) Represents elimination of minority interest in IPT resulting from the IPT
merger.

(U) Represents amortization related to the increased basis in investment in
real estate partnerships, as a result of the allocation of the purchase
price of IFG and IPT, based on an estimated average life of 20 years, and
based on the Partnership's new basis resulting from the allocation of the
purchase price of IFG and IPT.

(V) Represents the reversal of IFG's income tax provision.

(W) Represents the historical income and expenses associated with certain
assets and liabilities of IFG that were contributed or sold to the
Unconsolidated Subsidiaries, primarily related to the management
operations of IFG.

(X) Represents the depreciation and amortization of certain management
contracts and furniture, fixtures, and equipment that were contributed or
sold to the Unconsolidated Subsidiaries, primarily related to the
management operations of IFG, based on the Partnership's new basis
resulting from the allocation of the purchase price of IFG.

(Y) Represents interest income of $2,861 earned on notes payable of $45,000
to the Partnership issued as consideration for certain assets and
liabilities sold to the Unconsolidated Subsidiaries of the Partnership,
net of the elimination of the Partnership's share of the related interest
expense of $2,718 reflected in the equity in earnings of the
Unconsolidated Subsidiaries.

(Z) Represents the Partnership's equity in earnings of the Unconsolidated
Subsidiaries.

P-23
<PAGE> 138

(AA) The following table presents the net impact to pro forma net income
applicable to holders of shares of AIMCO Common Stock and net income per
share of AIMCO Common Stock assuming the interest rate per annum
increases by 0.25%:

<TABLE>
<S> <C>
Increase in interest........................................ $ 702
=======
Net income.................................................. $40,791
=======
Net income attributable to OP Unitholders................... $ 8,377
=======
Basic loss per OP Unit...................................... $ 0.12
=======
Diluted loss per OP Unit.................................... $ 0.12
=======
</TABLE>

(BB) Represents the net income attributable to holders of the Class B
Preferred Units, the Class C Preferred Units, the Class D Preferred Units
the Class G Preferred Units, the Class H Preferred Units and the Class J
Preferred Units as if these stock offerings had occurred as of January 1,
1997.

(CC) Represents the Partnership's equity in earnings in the Unconsolidated
Subsidiaries of $(1,867) plus the elimination of intercompany interest of
$2,718. The combined Pro Forma Statement of Operations of the
Unconsolidated Subsidiaries for the nine months ended September 30, 1998
is presented below, which represents the effects of the Ambassador
Merger, the IFG Merger and the IFG Reorganization as if these
transactions had occurred as of January 1, 1997.

P-24
<PAGE> 139

UNCONSOLIDATED SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (INSIGNIA MERGER)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(IN THOUSANDS)

<TABLE>
<CAPTION>
IFG
HISTORICAL(i) REORGANIZATION(ii) PRO FORMA
------------- ------------------ ---------
<S> <C> <C> <C>
Rental and other property revenues................... $ 9,910 $ -- $ 9,910
Property operating expense........................... (5,139) -- (5,139)
Owned property management expense.................... (345) -- (345)
Depreciation expense................................. (1,026) -- (1,026)
-------- -------- --------
Income from property operations...................... 3,400 -- 3,400
-------- -------- --------
Management fees and other income..................... 57,665 56,211(iii) 113,876
Management and other expenses........................ (36,221) (35,192)(iii) (71,413)
Amortization......................................... (2,111) (22,641)(iv) (24,752)
-------- -------- --------
Income from service company.......................... 19,333 (1,622) 17,711
General and administrative expense................... -- (14,375)(iii) (14,375)
Interest expense..................................... (6,931) (2,861)(v) (9,792)
Interest income...................................... 617 -- 617
Minority interest.................................... (526) -- (526)
-------- -------- --------
Income (loss) from operations........................ 15,893 (18,858) (2,965)
Income tax provision................................. (7,037) 8,037(vi) 1,000
-------- -------- --------
Net income (loss).................................... $ 8,856 $(10,821) $ (1,965)
======== ======== ========
Income (loss) attributable to preferred
stockholders....................................... $ 8,413 $(10,280) $ (1,867)
======== ======== ========
Income (loss) attributable to common stockholders.... $ 443 $ (541) $ (98)
======== ======== ========
</TABLE>

- ---------------

(i) Represents the Unconsolidated Subsidiaries historical consolidated results
of operations.

(ii) Represents adjustments related to the IFG Reorganization, whereby,
following the IFG Merger, the Partnership contributed or sold to the
combined Unconsolidated Subsidiaries certain assets and liabilities of IFG,
primarily related to the management operations owned by IFG. The
adjustments reflect the related revenues and expenses primarily related to
the management operations owned by IFG, with additional amortization
recorded related to the Partnership's new basis resulting from the
allocation of the purchase price of IFG.

(iii)Represents the historical income and expenses associated with certain
assets and liabilities of IFG that were contributed or sold to the
Unconsolidated Subsidiaries, primarily related to the management operations
of IFG.

(iv) Represents the depreciation and amortization of certain management
contracts and furniture, fixtures, and equipment contributed or sold to the
Unconsolidated Subsidiaries, primarily related to the management operations
of IFG, based on the Partnership's new basis resulting from the allocation
of the purchase price of IFG.

(v) Represents adjustment for interest expense related to a note payable to the
Partnership.

(vi) Represents the estimated Federal and state tax provisions, which are
calculated on the pro forma operating results of the Unconsolidated
Subsidiaries, excluding amortization of goodwill, which is not deductible
for tax purposes.

P-25
<PAGE> 140

AIMCO PROPERTIES, L.P.

PRO FORMA CONSOLIDATED STATEMENT OF CASH FLOWS (INSIGNIA MERGER)
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
COMPLETED
TRANSACTIONS AMBASSADOR IFG
AND PROBABLE NHP AMBASSADOR PURCHASE PRICE AS
HISTORICAL(A) PURCHASES(B) TRANSACTIONS(C) HISTORICAL(D) ADJUSTMENTS(E) ADJUSTED(F)
------------- ------------ --------------- ------------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Income (loss)................ $ 32,697 $ 25,214 $ (8,681) $ 3,437 $ 1,879 $ 4,744
Adjustments to reconcile net
income (loss) to net cash
provided by (used in) operating
activities:
Depreciation and
amortization.................. 43,520 28,817 7,354 20,372 5,997 17,248
Gain on investments............ -- -- (12) -- -- --
(Gain) loss on disposition of
properties.................... (2,720) 2,720 (3,882) -- -- (80)
Minority interests............. (1,008) (458) (16) 851 (705) 12,871
Equity in earnings of
unconsolidated partnerships... 1,798 122 8,542 (405) -- (12,515)
Equity in earnings of
unconsolidated subsidiaries... (4,636) -- (5,790) -- -- --
Extraordinary (gain) loss on
early extinguishment of
debt.......................... 269 (269) -- -- -- (5,366)
Changes in operating assets and
operating liabilities......... 3,112 -- 5,314 (3,523) -- (4,384)
--------- --------- --------- --------- -------- --------
Total adjustments........... 40,335 30,932 11,510 17,295 5,292 7,774
--------- --------- --------- --------- -------- --------
Net cash provided by (used
in) operating activities... 73,032 56,146 2,829 20,732 7,171 12,518
Net cash used in
discontinued operations.... -- -- (7,999) -- -- --
--------- --------- --------- --------- -------- --------
Net cash provided by (used
in) continuing
operations................. 73,032 56,146 (5,170) 20,732 7,171 12,518
--------- --------- --------- --------- -------- --------
CASH FLOWS FROM INVESTING
ACTIVITIES
Proceeds from sale of real
estate......................... 21,792 19,627(I) -- -- -- --
Purchase of real estate.......... (376,315) (220,995)(J) (4,114) (24,179) -- --
Additions to real estate,
investments and property held
for sale....................... (26,966) (5,217)(K) (522) (19,033) -- (4,154)
Proceeds from sale of property
held for sale.................. 303 -- -- -- -- --
Purchase of general and limited
partnership interests.......... (199,146) -- (1,208) -- -- (76,104)
Purchase of management
contracts...................... -- -- (11,686) -- -- (36,868)
Purchase of/additions to notes
receivable..................... (59,787) -- (4,236) -- -- (17,647)
Proceeds from repayments of notes
receivable..................... -- -- 214 1,000 -- 8,838
Distributions from investments in
real estate partnerships and
unconsolidated subsidiaries.... 45,791 -- 3,097 3,183 -- 42,615
Contribution to unconsolidated
subsidiaries................... (42,879) -- -- -- -- --
Proceeds from sale of
securities..................... -- -- 642 -- -- --
Purchase of investments held for
sale........................... -- -- (73) -- -- --
Purchase of NHP mortgage loans... (60,575) -- -- -- -- --
Purchase of Ambassador common
stock.......................... (19,881) -- -- -- -- --
--------- --------- --------- --------- -------- --------
Net cash used in investing
activities................. (717,663) (206,585) (17,886) (39,029) -- (83,320)
--------- --------- --------- --------- -------- --------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from secured notes
payable borrowings............. 225,436 122,568(L) 145,519 156,746 -- 111,001
Principal repayments on secured
notes payable.................. (12,512) -- (141,032) (141,676) -- (12,697)
Proceeds from secured short-term
financing...................... 19,050 -- -- -- -- --
Repayments on secured short-term
financing...................... -- (259,027)(M) (434) -- -- --
Principal repayments on unsecured
short-term notes payable....... (79) (50,800)(M) -- -- -- --
Proceeds (payoff) from unsecured
short-term financing........... (12,500) -- -- -- -- --
Principal repayments on secured
tax-exempt bond financing...... (1,487) -- -- -- -- --
Net borrowings (paydowns) on the
Company's revolving credit
facilities..................... (162,008) -- -- -- -- --
Payment of loan costs, net of
proceeds from interest rate
hedge.......................... (6,387) -- (245) (8,095) -- (2,305)
Proceeds from issuance of common
and preferred stock, net....... 643,224 357,389(N) 6,286 28,946 -- 62,420
Proceeds from exercises of
employee stock options and
warrants....................... 871 -- -- 3,195 -- 7,487
Repurchase of common stock....... -- -- -- -- -- (3,283)
Principal repayments received on
notes due from Officers........ 25,957 -- -- 1,323 -- --
Investments made by minority
interests...................... -- -- -- -- -- 249
Receipt of contributions from
minority interests............. -- 37,345(O) -- -- -- --
Payments of distribution to
minority interests............. -- (2,713)(P) -- -- -- --
Payment of distributions......... (44,660) (19,396)(Q) (11,503)(T) (15,717) (12,173)(U) (2,695)
Payment of distributions to
limited partners............... -- (5,193)(R) -- -- (15)(U) --
Payment of preferred unit
distributions.................. (846) (39,859)(S) -- (2,279) -- --
Payment of distributions to
minority interests............. (5,510) -- -- (3,700) -- (12,578)
Net transactions with
Insignia/ESG................... -- -- -- -- -- (57,612)
--------- --------- --------- --------- -------- --------
Net cash provided by (used
in) financing activities... 668,549 140,314 (1,409) 18,743 (12,188) 89,987
--------- --------- --------- --------- -------- --------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS............. 23,918 (10,125) (24,465) 446 (5,017) 19,185
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD.............. 13,170 -- 36,277 4,002 -- 64,447
--------- --------- --------- --------- -------- --------
CASH AND CASH EQUIVALENTS AT END
OF PERIOD........................ $ 37,088 $ (10,125) $ 11,812 $ 4,448 $ (5,017) $ 83,632
========= ========= ========= ========= ======== ========

IFG IFG
MERGER REORGANIZATION PRO
ADJUSTMENTS(G) ADJUSTMENTS(H) FORMA
-------------- -------------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Income (loss)................ $(80,023) $ 6,882 $ (13,851)
Adjustments to reconcile net
income (loss) to net cash
provided by (used in) operating
activities:
Depreciation and
amortization.................. 35,049 (30,188) 128,169
Gain on investments............ -- -- (12)
(Gain) loss on disposition of
properties.................... 80 -- (3,882)
Minority interests............. (1,552) -- 9,983
Equity in earnings of
unconsolidated partnerships... 29,995 -- 27,537
Equity in earnings of
unconsolidated subsidiaries... -- 4,578 (5,848)
Extraordinary (gain) loss on
early extinguishment of
debt.......................... 5,366 --
Changes in operating assets and
operating liabilities......... -- -- 519
-------- -------- -----------
Total adjustments........... 68,938 (25,610) 156,466
-------- -------- -----------
Net cash provided by (used
in) operating activities... (11,085) (18,728) 142,615
Net cash used in
discontinued operations.... -- -- (7,999)
-------- -------- -----------
Net cash provided by (used
in) continuing
operations................. (11,085) (18,728) 134,616
-------- -------- -----------
CASH FLOWS FROM INVESTING
ACTIVITIES
Proceeds from sale of real
estate......................... -- -- 41,419
Purchase of real estate.......... -- -- (625,603)
Additions to real estate,
investments and property held
for sale....................... -- -- (55,892)
Proceeds from sale of property
held for sale.................. -- -- 303
Purchase of general and limited
partnership interests.......... -- -- (276,458)
Purchase of management
contracts...................... -- -- (48,554)
Purchase of/additions to notes
receivable..................... -- -- (81,670)
Proceeds from repayments of notes
receivable..................... -- -- 10,052
Distributions from investments in
real estate partnerships and
unconsolidated subsidiaries.... -- -- 94,686
Contribution to unconsolidated
subsidiaries................... -- -- (42,879)
Proceeds from sale of
securities..................... -- -- 642
Purchase of investments held for
sale........................... -- -- (73)
Purchase of NHP mortgage loans... -- -- (60,575)
Purchase of Ambassador common
stock.......................... -- -- (19,881)
-------- -------- -----------
Net cash used in investing
activities................. -- -- (1,064,483)
-------- -------- -----------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from secured notes
payable borrowings............. -- -- 761,270
Principal repayments on secured
notes payable.................. -- -- (307,917)
Proceeds from secured short-term
financing...................... -- -- 19,050
Repayments on secured short-term
financing...................... -- -- (259,461)
Principal repayments on unsecured
short-term notes payable....... -- -- (50,879)
Proceeds (payoff) from unsecured
short-term financing........... -- -- (12,500)
Principal repayments on secured
tax-exempt bond financing...... -- -- (1,487)
Net borrowings (paydowns) on the
Company's revolving credit
facilities..................... -- -- (162,008)
Payment of loan costs, net of
proceeds from interest rate
hedge.......................... -- -- (17,032)
Proceeds from issuance of common
and preferred stock, net....... -- -- 1,098,265
Proceeds from exercises of
employee stock options and
warrants....................... -- -- 11,553
Repurchase of common stock....... -- -- (3,283)
Principal repayments received on
notes due from Officers........ -- -- 27,280
Investments made by minority
interests...................... -- -- 249
Receipt of contributions from
minority interests............. -- -- 37,345
Payments of distribution to
minority interests............. -- -- (2,713)
Payment of distributions......... (24,513)(V) -- (130,657)
Payment of distributions to
limited partners............... -- -- (5,208)
Payment of preferred unit
distributions.................. -- -- (42,984)
Payment of distributions to
minority interests............. -- -- (21,788)
Net transactions with
Insignia/ESG................... -- -- (57,612)
-------- -------- -----------
Net cash provided by (used
in) financing activities... (24,513) -- 879,483
-------- -------- -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS............. (35,598) (18,728) (50,384)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD.............. -- -- 117,896
-------- -------- -----------
CASH AND CASH EQUIVALENTS AT END
OF PERIOD........................ $(35,598) $(18,728) $ 67,512
======== ======== ===========
</TABLE>

P-26
<PAGE> 141

- ---------------

(A) Represents the Partnership's audited consolidated statement of cash flows
for the year ended December 31, 1997.

(B) Represents adjustments to reflect the following as if they had occurred on
January 1, 1997; (i) the 1997 Acquisitions; (ii) the 1997 Stock Offerings;
(iii) the 1997 Dispositions; (iv) the 1998 Stock Offerings; (v) the 1998
Acquisitions; (vi) the Probably Purchases; (vii) the 1998 Dispositions; and
(viii) the Preferred Partnership Unit Offering.

<TABLE>
<CAPTION>
NHP
REAL ESTATE NHP NHP NHP NHP
PURCHASE(i) HISTORICAL(ii) ADJUSTMENTS(iii) REORGANIZATION(iv) TRANSACTIONS
----------- -------------- ---------------- ------------------ ------------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)................. $ (7,266) $ 4,350 $(2,222) $ (3,543) $ (8,681)
Adjustments to reconcile net
income (loss) to net cash
provided by (used in) operating
activities:
Depreciation and amortization... 4,058 9,134 5,125 (10,963) 7,354
Gain on investments............. (12) -- -- -- (12)
(Gain) loss on disposition of
properties.................... (3,882) -- -- -- (3,882)
Minority interests.............. (16) -- -- -- (16)
Equity in earnings of
unconsolidated partnerships... 3,905 -- 4,631 6 8,542
Equity in earnings of
unconsolidated subsidiaries... -- -- 4,636 (10,426) (5,790)
Changes in operating assets and
operating liabilities......... (1,036) 6,350 -- -- 5,314
-------- -------- ------- -------- ---------
Total adjustments........... 3,017 15,484 14,392 (21,383) 11,510
-------- -------- ------- -------- ---------
Net cash provided by (used
in) operating
activities................ (4,249) 19,834 12,170 (24,926) 2,829
Net cash used in
discontinued operations... -- (7,999) -- -- (7,999)
-------- -------- ------- -------- ---------
Net cash provided by (used
in) continuing
operations................ (4,249) 11,835 12,170 (24,926) (5,170)
-------- -------- ------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of real estate........... -- (4,114) -- -- (4,114)
Additions to real estate,
investments and property held
for sale........................ (522) -- -- -- (522)
Purchase of general and limited
partnership interests........... (1,208) -- -- -- (1,208)
Purchase of management
contracts....................... -- (11,686) -- -- (11,686)
Purchase of/additions to notes
receivable...................... -- (4,236) -- -- (4,236)
Proceeds from repayments of notes
receivable...................... 214 -- -- -- 214
Distributions from investments in
real estate partnerships and
unconsolidated subsidiaries..... 3,097 -- -- -- 3,097
Proceeds from sale of
securities...................... 642 -- -- -- 642
Purchase of investments held for
sale............................ (73) -- -- -- (73)
-------- -------- ------- -------- ---------
Net cash provided by (used
in) investing
activities................ 2,150 (20,036) -- -- (17,886)
-------- -------- ------- -------- ---------
</TABLE>

P-27
<PAGE> 142

- ---------------

(i)Represents the adjustment to record cash flow activity from January 1,
1997 to the date of acquisition, as if the acquisition of the NHP Real
Estate Companies had occurred on January 1, 1997. In addition,
represents adjustments to record additional deprecation and
amortization related to the increased basis in the assets of the NHP
Real Estate Companies as a result of the allocation of the purchase
price of the NHP Real Estate Companies and additional interest expense
incurred in connection with borrowings incurred by the Partnership to
consummate the NHP Real Estate Acquisition.

(ii)
Represents the unaudited consolidated statement of cash flows of NHP
for the period from January 1, 1997 through December 8, 1997 (date of
the NHP Merger).

(iii)
Represents the following adjustments occurring as a result of the NHP
Merger: (i) the reduction in personnel costs, primarily severance
costs, pursuant to a restructuring plan; (ii) the incremental
depreciation of the purchase price adjustment related to real estate;
(iii) the incremental amortization of the purchase price adjustment
related to management contracts, furniture, fixtures and equipment, and
goodwill; (iv) the reversal of equity in earnings of NHP during the
pre-merger period when the Partnership held a 47.62% interest in NHP;
and (v) the amortization of the increased basis in investments in real
estate partnerships, based on the purchase price adjustment related to
real estate and an estimated average life of 20 years.

(iv)
Represents adjustments related to the NHP Reorganization, whereby the
Partnership contributed or sold to the Unconsolidated Subsidiaries and
the Unconsolidated Partnership; (i) certain assets and liabilities of
NHP, primarily related to the management operations and other
businesses owned by NHP and (ii) 12 real estate properties containing
2,905 apartment units. The adjustments represent (i) the related cash
flow activity primarily related to the management operations of such
real estate partnerships contributed, with additional depreciation and
amortization recorded related to the Partnership's new basis resulting
from the allocation of the combined purchase price of NHP and the NHP
Real Estate Companies.

(D) Represents the audited historical statement of cash flows of Ambassador for
the year ended December 31, 1997. Certain reclassifications have been made
to Ambassador's historical statement of cash flows to conform to the
Partnership's statement of cash flows presentation. The Ambassador

P-28
<PAGE> 143

historical statement of cash flows excludes an extraordinary loss of $1,384
and a loss on sale of an interest rate cap of $509.

(E) Represents the following adjustments occurring as a result of the
Ambassador Merger: (i) the incremental depreciation of the purchase price
adjustment related to real estate; (ii) the reduction in personnel costs,
primarily severance costs, pursuant to a restructuring plan; (iii) the
reduction of interest expense, resulting from the net reduction of debt;
and (iv) the elimination of the minority interest associated with
Jupiter-I, L.P.

(F) Represents adjustments to reflect the IFG Merger, the AMIT Merger, the IPT
Merger, and the spin-off of New Insignia as if those transaction had
occurred on January 1, 1997. These adjustments are detailed as follows:

<TABLE>
<CAPTION>
NEW
IFG AMIT INSIGNIA IFG
HISTORICAL(i) MERGER(ii) SPIN-OFF(iii) AS ADJUSTED
------------- ---------- ------------- -----------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)..................... $ 10,233 $ 7,566 $(13,055) $ 4,744
Adjustments to reconcile net income to
net cash provided by (used in)
operating activities:
Depreciation and amortization...... 32,675 63 (15,490) 17,248
Gain on disposition of property.... -- (80) -- (80)
Minority interests................. 12,448 382 41 12,871
Equity in earnings of
unconsolidated partnerships...... (10,027) (2,639) 151 (12,515)
Extraordinary gain on early
extinguishment of debt........... (5,366) -- -- (5,366)
Changes in operating assets and
liabilities...................... -- (2,405) (1,979) (4,384)
--------- -------- -------- --------
Total adjustments............. 29,730 (4,679) (17,277) 7,774
--------- -------- -------- --------
Net cash provided by (used in) operating
activities............................ 39,963 2,887 (30,332) 12,518
--------- -------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to real estate, investments
and property held for sale......... (7,695) 665 2,876 (4,154)
Purchase of general and limited
partnership interests.............. (93,118) -- 17,014 (76,104)
Purchase of management contracts...... (99,540) -- 62,672 (36,868)
Purchase of/additions to notes
receivable......................... (9,172) (14,251) 5,776 (17,647)
Proceeds from repayments of notes
receivable......................... 4,523 7,552 (3,237) 8,838
Distributions from investments in real
estate partnerships and
unconsolidated subsidiaries........ 44,823 -- (2,208) 42,615
--------- -------- -------- --------
Net cash provided by (used in)
investing activities........ (160,179) (6,034) 82,893 (83,320)
--------- -------- -------- --------
</TABLE>

P-29
<PAGE> 144

<TABLE>
<CAPTION>
NEW
IFG AMIT INSIGNIA IFG
HISTORICAL(i) MERGER(ii) SPIN-OFF(iii) AS ADJUSTED
------------- ---------- ------------- -----------
<S> <C> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from secured notes payable
borrowings......................... $ 118,141 $ -- $ (7,140) $111,001
Principal repayments on secured notes
payable............................ (15,682) -- 2,985 (12,697)
Payment of loan costs, net of proceeds
from interest rate hedge........... (2,305) -- -- (2,305)
Proceeds from issuance of common and
preferred stock, net............... 62,420 -- -- 62,420
Proceeds from exercises of employee
stock options and warrants......... 7,487 -- -- 7,487
Repurchase of common stock............ (3,283) -- -- (3,283)
Investment made by minority
interests.......................... 249 -- -- 249
Payment of distributions.............. -- (2,695) -- (2,695)
Payment of distributions to minority
interests.......................... (12,578) -- -- (12,578)
Net transactions with Insignia/ESG.... -- -- (57,612) (57,612)
--------- -------- -------- --------
Net cash provided by (used in)
financing activities........ 154,449 (2,695) (61,767) 89,987
--------- -------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS........................... 34,233 (5,842) (9,206) 19,185
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD............................. 54,614 9,789 44 64,447
--------- -------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD................................ $ 88,847 $ 3,947 $ (9,162) $ 83,632
========= ======== ======== ========
</TABLE>

- ---------------

(i)Represents the audited consolidated statement of cash flows of IFG for
the year ended December 31, 1997, as reported in IFG's Annual Report on
Form 10-K. Certain reclassifications have been made to IFG's historical
statement of cash flows to conform to the Partnership's statement of
cash flows presentation.

(ii)
Represents the historical statement of cash flows of AMIT, as well as
pro forma adjustments related to the AMIT Merger. The AMIT merger
closed prior to the IFG Merger.

(iii)
Represents the distribution of two shares of New Insignia common stock
for each three shares of IFG common stock to holders of IFG common
stock.

(G) Represents the following adjustments occurring as a result of the IFG
Merger and the IPT Merger; (i) the incremental depreciation of the purchase
price adjustment related to consolidated real estate and investments in
real estate partnerships; (ii) the amortization of goodwill and property
management contracts resulting from the IFG Merger; (iii) the increase in
interest expense resulting from the net increase in debt; and (iv) the
elimination of the income tax provision.

(H) Represents adjustments related to the IFG Reorganization, whereby,
following the IFG Merger, the Partnership contributed or sold to the
Unconsolidated Subsidiaries certain assets and liabilities of IFG,
primarily management contracts and related working capital assets and
liabilities related to IFG's third party management operations. The
adjustments reflect the related cash flow activity primarily related to the
management operations owned by IFG, with additional amortization recorded
related to the Partnership's new basis resulting from the allocation of the
purchase price of IFG.

(I) Represents proceeds from the sale of the 1998 Dispositions, as if these
dispositions occurred on January 1, 1997.

P-30
<PAGE> 145

(J) Represents the use of cash to purchase the 1998 Acquisitions and the
Probable Purchases, as if these acquisitions occurred on January 1, 1997.

(K) Represents cash payments for capital improvements of $300 per unit on the
1997 Acquisitions, the 1998 Acquisitions and the Probable Purchases.

(L) Represents notes payable assumed in connection with the 1998 Acquisitions
and the Probable Purchases, assuming these transactions occurred January 1,
1997.

(M) Represents net principal repayments assuming the 1998 Acquisitions, the
1998 Dispositions, the Probable Purchases, the 1998 Stock Offerings and the
Preferred Partnership Unit Offering occurred January 1, 1997.

(N) Represents cash proceeds from the 1998 Stock Offerings, as if these
offerings occurred on January 1, 1997.

(O) Represents contributions from minority interests assuming the Preferred
Partnership Unit Offering occurred January 1, 1997.

(P) Represents pro forma distributions on the units issued in the Preferred
Partnership Unit Offering as if these units had been issued January 1,
1997.

(Q) Represents distributions paid on the 1997 Stock Offerings as if these
occurred on January 1, 1997.

(R) Represents distributions paid to limited partners on OP Units issued in
connection with the 1997 Acquisitions, the 1998 Acquisitions and the
Probable Purchases, as if the issuance of the OP Units occurred on January
1, 1997.

(S) Represents preferred unit distributions paid on the Class B Preferred
Stock, the Class C Preferred Stock and the 1998 Stock Offerings as if these
occurred on January 1, 1997.

(T) Represents historical distributions of $2,000 and pro forma distributions
on the shares issued in the NHP Merger as if these shares had been issued
on January 1, 1997.

(U) Represents pro forma distributions and distributions to limited partners on
the shares issued in the Ambassador Merger as if these shares had been
issued on January 1, 1997.

(V) Represents pro forma distributions on the shares issued in the IFG Merger
and IPT Merger as if these shares had been issued on January 1, 1997.

P-31
<PAGE> 146

AIMCO PROPERTIES, L.P.

PRO FORMA CONSOLIDATED STATEMENT OF CASH FLOWS (INSIGNIA MERGER)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
COMPLETED
TRANSACTIONS
AND AMBASSADOR
PROBABLE AMBASSADOR PURCHASE PRICE IFG AS IFG MERGER
HISTORICAL(A) PURCHASE(B) HISTORICAL(C) ADJUSTMENTS(D) ADJUSTED(E) ADJUSTMENTS(F)
------------- ------------ ------------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Income (loss)................. $ 56,269 $ 3,432 $ (2,382) $ 4,255 $ (36,338) $ 7,679
Adjustments to reconcile net
income (loss) to net cash
provided by (used in) operating
activities:
Depreciation and amortization... 67,344 7,512 7,520 1,420 14,890 25,478
(Gain) loss on disposition of
properties..................... (2,783) 2,783 -- -- (6,576) 6,576
Minority interests.............. 1,052 (160) 252 (252) 14,159 (6,622)
Equity in earnings of
unconsolidated partnerships.... 5,078 -- 71 -- (13,492) 18,577
Equity in earnings of
unconsolidated subsidiaries.... (8,413) -- -- -- -- --
Non-cash compensation........... -- -- -- -- 796 --
Changes in operating assets and
operating liabilities.......... (67,722) -- 5,948 -- (7,775) --
--------- -------- -------- ------- --------- --------
Total adjustments............ (5,444) 10,135 13,791 1,168 2,002 44,009
--------- -------- -------- ------- --------- --------
Net cash provided by (used
in) operating activities... 50,825 13,567 11,409 5,423 (34,336) 51,688
--------- -------- -------- ------- --------- --------
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of real estate........... (63,839) 63,839(H) -- -- 27,122 --
Additions to real estate.......... (47,878) (1,198)(I) (17,759) -- 9,309 --
Proceeds from sale of property and
investments held for sale....... 19,627 (19,627)(J) -- -- (35) --
Additions to property held for
sale............................ (1,986) -- -- -- -- --
Purchase of general and limited
partnership interests........... (27,016) -- -- -- 17,420 --
Purchase of/additions to notes
receivable...................... (72,445) -- -- -- (27,589) --
Proceeds from repayments/sale of
notes receivable................ 21,562 -- -- -- 21,185 --
Distributions from investments in
real estate partnerships and
unconsolidated subsidiaries..... 513 -- 1,063 -- 22,053 --
Payment of trust based preferred
dividends....................... -- -- -- -- (7,415) --
Cash received in connection with
Ambassador Merger and AMIT
Merger.......................... 4,492 -- -- -- 13,423 --
Contribution to unconsolidated
subsidiaries.................... (13,032) -- -- -- -- --
Purchase of investments held for
sale............................ (4,935) -- -- -- -- --
Redemption of OP Units............ (516) -- -- -- -- --
Merger costs...................... -- -- -- -- (1,402) --
--------- -------- -------- ------- --------- --------
Net cash provided by (used
in) investing activities... (185,453) 43,014 (16,696) -- 74,071 --
--------- -------- -------- ------- --------- --------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from secured notes
payable borrowings.............. 77,489 -- 37,162 -- 177,234 --
Principal repayments on secured
notes payable................... (56,262) -- -- -- 4,239 --
Principal advances on secured
tax-exempt bond financing....... -- -- 21,784 -- -- --
Principal repayments on secured
tax-exempt bond financing....... (1,436) -- -- -- -- --
Net borrowings/repayments on
secured short-term financing.... (30,693) 209,027(K) (43,002) -- -- --
Net borrowings (paydowns) on the
revolving credit facilities..... -- -- 2,513 -- -- --
Principal repayments on unsecured
short-term notes payable........ -- -- -- -- 2,644 --
Payment of loan costs, net of
proceeds from interest rate
hedge........................... (5,727) -- -- -- (83) --
Proceeds from issuance of common
stock and preferred stock,
net............................. 253,239 (253,239)(L) -- -- -- --
Repurchase of common stock........ (10,972) -- -- -- -- --
Proceeds from exercises of
employee stock options and
warrants........................ -- -- 9,761 -- 6,533 --
Principal repayments received on
notes due from Officers......... 8,084 -- -- -- -- --
Payments of distributions to
minority interests.............. -- (2,034)(M) -- -- -- --
Payment of distributions.......... (73,322) -- -- (3,701)(P) (8,606) (22,360)(Q)
Payment of distributions to
limited partners................ (10,251) (1,919)(N) -- (5)(P) (494) --
Payment of preferred unit
distributions................... (10,916) (16,094)(O) -- -- -- --
Proceeds from issuance of High
Performance Units............... 1,988 -- -- -- -- --
Net transactions with
Insignia/ESG.................... -- -- -- -- (241,003) --
--------- -------- -------- ------- --------- --------
Net cash provided by (used
in) financing activities... 141,221 (64,259) 28,218 (3,706) (59,536) (22,360)
--------- -------- -------- ------- --------- --------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS.................. 6,593 (7,678) 22,931 1,717 (19,801) 29,328
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD............... 37,088 (10,125) 4,448 (5,017) 83,632 (35,598)
--------- -------- -------- ------- --------- --------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD............................ $ 43,681 $(17,803) $ 27,379 $(3,300) $ 63,831 $ (6,270)
========= ======== ======== ======= ========= ========

IFG
REORGANIZATION PRO
ADJUSTMENTS(G) FORMA
-------------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Income (loss)................. $ 8,578 $ 41,493
Adjustments to reconcile net
income (loss) to net cash
provided by (used in) operating
activities:
Depreciation and amortization... (22,641) 101,523
(Gain) loss on disposition of
properties..................... -- --
Minority interests.............. -- 8,429
Equity in earnings of
unconsolidated partnerships.... -- 10,234
Equity in earnings of
unconsolidated subsidiaries.... 7,562 (851)
Non-cash compensation........... -- 796
Changes in operating assets and
operating liabilities.......... -- (69,549)
-------- ---------
Total adjustments............ (15,079) 50,582
-------- ---------
Net cash provided by (used
in) operating activities... (6,501) 92,075
-------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of real estate........... -- 27,122
Additions to real estate.......... -- (57,526)
Proceeds from sale of property and
investments held for sale....... -- (35)
Additions to property held for
sale............................ -- (1,986)
Purchase of general and limited
partnership interests........... -- (9,596)
Purchase of/additions to notes
receivable...................... -- (100,034)
Proceeds from repayments/sale of
notes receivable................ -- 42,747
Distributions from investments in
real estate partnerships and
unconsolidated subsidiaries..... -- 23,629
Payment of trust based preferred
dividends....................... -- (7,415)
Cash received in connection with
Ambassador Merger and AMIT
Merger.......................... -- 17,915
Contribution to unconsolidated
subsidiaries.................... -- (13,032)
Purchase of investments held for
sale............................ -- (4,935)
Redemption of OP Units............ -- (516)
Merger costs...................... -- (1,402)
-------- ---------
Net cash provided by (used
in) investing activities... -- (85,064)
-------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from secured notes
payable borrowings.............. -- 291,885
Principal repayments on secured
notes payable................... -- (52,023)
Principal advances on secured
tax-exempt bond financing....... -- 21,784
Principal repayments on secured
tax-exempt bond financing....... -- (1,436)
Net borrowings/repayments on
secured short-term financing.... -- 135,332
Net borrowings (paydowns) on the
revolving credit facilities..... -- 2,513
Principal repayments on unsecured
short-term notes payable........ -- 2,644
Payment of loan costs, net of
proceeds from interest rate
hedge........................... -- (5,810)
Proceeds from issuance of common
stock and preferred stock,
net............................. -- --
Repurchase of common stock........ -- (10,972)
Proceeds from exercises of
employee stock options and
warrants........................ -- 16,294
Principal repayments received on
notes due from Officers......... -- 8,084
Payments of distributions to
minority interests.............. -- (2,034)
Payment of distributions.......... -- (107,989)
Payment of distributions to
limited partners................ -- (12,669)
Payment of preferred unit
distributions................... -- (27,010)
Proceeds from issuance of High
Performance Units............... -- 1,988
Net transactions with
Insignia/ESG.................... -- (241,003)
-------- ---------
Net cash provided by (used
in) financing activities... -- 19,578
-------- ---------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS.................. (6,501) 26,589
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD............... (18,728) 55,700
-------- ---------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD............................ $(25,229) $ 82,289
======== =========
</TABLE>

P-32
<PAGE> 147

- ---------------

(A) Represents the Partnership's unaudited consolidated statement of cash flows
for the nine months ended September 30, 1998.

(B) Represents adjustments to reflect the following as if they had occurred on
January 1, 1997; (i) the 1998 Stock Offerings; (ii) the 1998 Acquisitions;
(iii) the Probably Purchases; (iv) the 1998 Dispositions and (v) the
Preferred Partnership Unit Offering.

(C) Represents the unaudited historical statement of cash flows of Ambassador
for the four months ended April 20, 1998. Certain reclassifications have
been made to Ambassador's historical statement of cash flows to conform to
the Partnership's statement of cash flows presentation.

(D) Represents the following adjustments occurring as a result of the
Ambassador Merger: (i) the incremental depreciation of the purchase price
adjustment related to real estate; (ii) the reduction in personnel costs,
primarily severance costs, pursuant to a restructuring plan; (iii) the
reduction of interest expense, resulting from the net reduction of debt;
and (iv) the elimination of the minority interest associated with
Jupiter-I, L.P.

(E) Represents adjustments to reflect the IFG Merger, the AMIT Merger, the IPT
Merger, and the spin-off of New Insignia as if those transaction had
occurred on January 1, 1997. These adjustments are detailed as follows:

<TABLE>
<CAPTION>
NEW
IFG AMIT INSIGNIA IFG
HISTORICAL(i) MERGER(ii) SPIN-OFF(iii) AS ADJUSTED
------------- ---------- ------------- -----------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)......................................... $ (36,017) $ 4,718 $ (5,039) $(36,338)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization........................... 27,685 48 (12,843) 14,890
Gain on disposition of property......................... (5,888) (688) -- (6,576)
Minority interests...................................... 14,159 -- -- 14,159
Equity in earnings of unconsolidated partnerships....... (12,169) -- (1,323) (13,492)
Non-cash compensation................................... 796 -- -- 796
Changes in operating assets and liabilities............. (18,853) (1,499) 12,577 (7,775)
--------- -------- --------- --------
Total adjustments................................... 5,730 (2,139) (1,589) 2,002
--------- -------- --------- --------
Net cash provided by (used in) operating
activities........................................ (30,287) 2,579 (6,628) (34,336)
--------- -------- --------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of real estate................................... (3,804) -- 30,926 27,122
Additions to real estate.................................. (2,252) (25) 11,586 9,309
Proceeds from sales of property and investments held for
sale.................................................... -- 161 (196) (35)
Purchase of general and limited partnership interests..... (44,270) -- 61,690 17,420
Purchases of / additions to notes receivable.............. (17,107) (15,407) 4,925 (27,589)
Proceeds from repayments/sale of notes receivable......... 151 23,672 (2,638) 21,185
Distributions from investments in real estate partnerships
and unconsolidated subsidiaries......................... 21,360 -- 693 22,053
Payment of trust based preferred dividends................ (7,415) -- -- (7,415)
Cash received in connection with AMIT Merger.............. 13,423 -- -- 13,423
Merger costs.............................................. (1,402) -- -- (1,402)
--------- -------- --------- --------
Net cash provided by (used in) investing
activities........................................ (41,316) 8,401 106,986 74,071
--------- -------- --------- --------
</TABLE>

P-33
<PAGE> 148

<TABLE>
<CAPTION>
NEW
IFG AMIT INSIGNIA IFG
HISTORICAL(i) MERGER(ii) SPIN-OFF(iii) AS ADJUSTED
------------- ---------- ------------- -----------
<S> <C> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from secured notes payable borrowings............ 186,000 -- (8,766) 177,234
Principal repayments on secured notes payable............. (1,874) -- 6,113 4,239
Principal repayments on unsecured short-term notes
payable................................................. 2,644 -- -- 2,644
Payment of loan costs, net of proceeds from interest rate
hedge................................................... (83) -- -- (83)
Proceeds from exercises of employee stock options and
warrants................................................ 6,533 -- -- 6,533
Payment of distributions.................................. (6,541) (2,065) -- (8,606)
Payment of distributions minority interests............... (494) -- -- (494)
Net transactions with Insignia/ESG........................ (118,424) -- (122,579) (241,003)
--------- -------- --------- --------
Net cash provided by (used in) financing
activities........................................ 67,761 (2,065) (125,232) (59,536)
--------- -------- --------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........ (3,842) 8,915 (24,874) (19,801)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............ 88,847 3,947 (9,162) 83,632
--------- -------- --------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................. $ 85,005 $ 12,862 $ (34,036) $ 63,831
========= ======== ========= ========
</TABLE>

- ---------------

(i)Represents the unaudited consolidated statement of cash flows of IFG
for the nine months ended September 30, 1998. Certain reclassifications
have been made to IFG's historical statement of cash flows to conform
to the Partnership's statement of cash flows presentation. In addition,
the cash and cash equivalents at the beginning of the period has been
adjusted.

(ii)
Represents the historical statement of cash flows of AMIT, as well as
pro forma adjustments related to the AMIT Merger. The AMIT merger
closed prior to the IFG Merger.

(iii)
Represents the distribution of two shares of New Insignia common stock
for each three shares of IFG common stock to holders of IFG common
stock. In addition, the cash and cash equivalents at the beginning of
the period has been adjusted.

(F) Represents the following adjustments occurring as a result of the IFG
Merger and the IPT Merger; (i) the incremental depreciation of the purchase
price adjustment related to consolidated real estate and investments in
real estate partnerships; (ii) the amortization of goodwill and property
management contracts resulting from the IFG Merger; (iii) the increase in
interest expense resulting from the net increase in debt; and (iv) the
elimination of the income tax provision.

(G) Represents adjustments related to the IFG Reorganization, whereby,
following the IFG Merger, the Partnership contributed or sold to the
Unconsolidated Subsidiaries certain assets and liabilities of IFG,
primarily management contracts and related working capital assets and
liabilities related to IFG's third party management operations. The
adjustments reflect the related cash flow activity primarily related to the
management operations owned by IFG, with additional amortization recorded
related to the Partnership's new basis resulting from the allocation of the
purchase price of IFG.

(H) Represents adjustment to remove the use of cash to purchase the 1998
Acquisitions, as if these acquisitions occurred on January 1, 1997;
therefore, the purchases are included on the Pro Forma Consolidated
Statement of Cash Flows for the year ended December 31, 1997.

(I) Represents cash payments for capital improvements of $300 per unit on the
1998 Acquisitions.

(J) Represents adjustment to remove the proceeds from the sale of the 1998
Dispositions, as if these dispositions occurred on January 1, 1997;
therefore, the proceeds are included on the Pro Forma Consolidated
Statement of Cash Flows for the year ended December 31, 1997.

(K) Represents adjustment to remove net principal repayments assuming the 1998
Acquisitions, the 1998 Dispositions and the 1998 Stock Offerings occurred
January 1, 1997; therefore, the repayments are included on the Pro Forma
Consolidated Statement of Cash Flows for the year ended December 31, 1997.

(L) Represents adjustment to remove cash proceeds from the 1998 Stock
Offerings, as if these offerings occurred on January 1, 1997; therefore,
the repayments are included on the Pro Forma Consolidated Statement of Cash
Flows for the year ended December 31, 1997.

P-34
<PAGE> 149

(M) Represents pro forma distributions on the units issued in the Preferred
Partnership Unit Offering as if these units had been issued January 1,
1997.

(N) Represents distributions paid to limited partners on OP Units issued in
connection with the 1998 Acquisitions and the Probable Purchases, as if the
issuance of the OP Units occurred on January 1, 1997.

(O) Represents preferred unit distributions paid on the 1998 Stock Offerings as
if these occurred on January 1, 1997.

(P) Represents pro forma distributions and distributions to limited partners on
the shares issued in the Ambassador Merger as if these shares had been
issued on January 1, 1997.

(Q) Represents pro forma distributions on the shares issued in the IFG Merger
and IPT Merger as if these shares had been issued on January 1, 1997.

P-35
<PAGE> 150

PRO FORMA FINANCIAL INFORMATION OF
AIMCO PROPERTIES, L.P.
(EXCHANGE OFFERS)

INTRODUCTION

AIMCO Properties L.P. (the "Partnership") intends to offer to purchase
limited partnership interests in syndicated real estate limited partnerships in
which AIMCO holds partnership interests. The Partnership, is subject to
applicable law, plans to offer to purchase certain of such limited partnership
interests in exchange for (i) equity securities of the Partnership; (ii) cash or
(iii) a combination of such equity securities and cash. Such offers are expected
to include terms that will allow limited partners to continue to hold their
limited partnership interests.

The following Pro Forma Consolidated Balance Sheet (Exchange Offers) of the
Partnership as of September 30, 1998 has been prepared as if each of the
following transactions had occurred as of September 30, 1998: (i) all the
transactions discussed in the Pro Forma Financial Statements (Insignia Merger)
appearing elsewhere herein; and (ii) the acceptance of exchange offers by
limited partners in 91 limited partnerships.

The following Pro Forma Consolidated Statement of Operations (Exchange
Offers) and Pro Forma Consolidated Statement of Cash Flows (Exchange Offers) of
the Partnership for the year ended December 31, 1997 has been prepared as if
each of the following transactions had occurred as of January 1, 1997: (i) all
the transactions discussed in the Pro Forma Financial Statements (Insignia
Merger) appearing elsewhere herein; and (ii) the acceptance of exchange offers
by limited partners in 91 limited partnerships.

The following Pro Forma Consolidated Statement of Operations (Exchange
Offers) and Pro Forma Consolidated Statement of Cash Flows (Exchange Offers) of
the Partnership for the nine months ended September 30, 1998 has been prepared
as if each of the following transactions had occurred as of January 1, 1998: (i)
all the transactions discussed in the Pro Forma Financial Statements (Insignia
Merger) appearing elsewhere herein; and (ii) the acceptance of exchange offers
by limited partners in 91 limited partnerships.

The Pro Forma Financial Information (Exchange Offers) is based, in part, on
the historical financial statements of the partnerships in which the Exchange
Offers are made. The Pro Forma Financial Information (Exchange Offers) is also
based, in part, on the Pro Forma Financial Information (Insignia Merger) of the
Partnership included elsewhere herein. Such pro forma information is based in
part upon: (i) the audited Consolidated Financial Statements of Insignia for the
year ended December 31, 1997; (ii) the audited Consolidated Financial Statements
of Angeles Mortgage Investment Trust ("AMIT") for the year ended December 31,
1997; (iii) the unaudited Consolidated Financial Statements of Insignia for the
nine months ended September 30, 1998; and (iv) the unaudited Consolidated
Financial Statements of AMIT for the period from January 1, 1998 to September
17, 1998. The Pro Forma Financial Information (Insignia Merger) is also based,
in part, upon: (i) the audited Consolidated Financial Statements of Ambassador
for the year ended December 31, 1997; (ii) the audited Consolidated Financial
Statements of the Partnership for the year ended December 31, 1997; (iii) the
unaudited Consolidated Financial Statements of Ambassador for the four months
ended April 30, 1998; (iv) the unaudited Consolidated Financial Statements of
the Partnership for the nine months ended September 30, 1998; and (v) the
historical financial statements of certain properties and companies acquired by
AIMCO filed in AIMCO's Current Reports on Form 8-K, dated April 16, 1997, May 5,
1997, June 3, 1997, September 19, 1997, October 15, 1997, December 1, 1997 and
November 2, 1998. The following Pro Forma Financial Information (Exchange
Offers) should be read in conjunction with such financial statements and notes
thereto.

The unaudited Pro Forma Financial Information (Exchange Offers) has been
prepared under the assumption that after the exchange offers are accepted, AIMCO
will own varying ownership percentages of each partnership, and that the limited
partners will choose to elect to receive 35% of the consideration in the form of
equity securities of AIMCO Properties, L.P. and 65% of the consideration in the
form of cash. The

P-36
<PAGE> 151

interest to be acquired in each of the partnerships, the estimated purchase
price for each partnership, including cash, common units, or preferred units is
summarized below:

<TABLE>
<CAPTION>
INTEREST TO ESTIMATED
BE ACQUIRED PURCHASE
PARTNERSHIP NAME IN PARTNERSHIP PRICE CASH OP UNITS
---------------- -------------- --------- ------- --------
<S> <C> <C> <C> <C>
Angeles Income Properties, Ltd. II.................... 26.70 $ 4,946 $ 3,215 $1,731
Angeles Income Properties, Ltd. III................... 30.63 2,156 1,401 755
Angeles Income Properties, Ltd. IV.................... 18.64 1,154 750 404
Angeles Income Properties, Ltd. 6..................... 37.29 4,523 2,940 1,583
Angeles Opportunity Properties, Ltd................... 37.94 1,729 1,124 605
Angeles Partners VII.................................. 24.86 610 397 213
Angeles Partners VIII................................. 24.80 0 0 0
Angeles Partners IX................................... 18.92 1,171 761 410
Angeles Partners X.................................... 22.97 709 461 248
Angeles Partners XI................................... 21.83 205 133 72
Angeles Partners XII.................................. 11.89 2,877 1,870 1,007
Angeles Partners XIV.................................. 24.93 0 0 0
Baywood Partners, Ltd................................. 25.00 347 226 121
Brampton Associates Partnership....................... 25.00 382 248 134
Buccaneer Trace Limited Partnership................... 25.00 2 1 1
Burgundy Court Associates, L.P........................ 25.00 1,074 698 376
Calmark/Fort Collins, Ltd............................. 25.00 192 125 67
Calmark Heritage Park II Ltd.......................... 25.00 47 31 16
Casa Del Mar Associates Limited Partnership........... 21.16 503 327 176
Catawba Club Associates, L.P.......................... 25.00 85 55 30
Cedar Tree Investors Limited Partnership.............. 25.00 1,037 674 363
Century Properties Fund XVI........................... 12.52 831 540 291
Century Properties Fund XVIII......................... 13.08 474 308 166
Century Properties Fund XIX........................... 15.30 1,765 1,147 618
Century Properties Growth Fund XXII................... 21.43 4,977 3,235 1,742
Chapel Hill, Limited.................................. 21.15 569 370 199
Chestnut Hill Associates Limited Partnership.......... 26.75 1,582 1,028 554
Coastal Commons Limited Partnership................... 25.00 566 368 198
Consolidated Capital Institutional Properties/2 &
Consolidated Capital Equity Properties/2............ 18.98 7,320 4,758 2,562
Consolidated Capital Institutional Properties/3....... 16.37 6,770 4,401 2,369
Consolidated Capital Properties III................... 13.02 1,134 737 397
Consolidated Capital Properties IV.................... 18.04 9,407 6,112 3,295
Consolidated Capital Properties V..................... 16.69 560 364 196
Consolidated Capital Properties VI.................... 25.82 556 361 195
DFW Apartment Investors Limited Partnership........... 35.65 2,719 1,767 952
DFW Residential Investors Limited Partnership......... 37.60 1,092 710 382
Davidson Diversified Real Estate I, L.P............... 34.78 627 408 219
Davidson Diversified Real Estate II, L.P.............. 35.11 1,318 857 461
Davidson Diversified Real Estate III, L.P............. 21.76 0 0 0
Davidson Growth Plus, L.P............................. 23.91 2,304 1,498 806
Davidson Income Real Estate, L.P...................... 30.81 2,691 1,749 942
Drexel Burnham Lambert Real Estate Associates II...... 19.58 994 646 348
Four Quarters Habitat Apartment Associates, Ltd....... 25.00 174 113 61
Fox Strategic Housing Income Partners................. 33.18 2,414 1,569 845
Georgetown of Columbus Associates, L.P................ 25.00 227 148 79
HCW Pension Real Estate Fund Limited Partnership...... 32.64 2,368 1,539 829
Investors First-Staged Equity......................... 49.00 306 199 107
Johnstown/Consolidated Income Partners................ 25.66 1,871 1,216 655
La Colina Partners, Ltd............................... 25.00 583 379 204
Lake Eden Associates, L.P............................. 25.00 632 411 221
Landmark Associates, L.P.............................. 25.00 48 31 17
</TABLE>

P-37
<PAGE> 152

<TABLE>
<CAPTION>
INTEREST TO ESTIMATED
BE ACQUIRED PURCHASE
PARTNERSHIP NAME IN PARTNERSHIP PRICE CASH OP UNITS
---------------- -------------- --------- ------- --------
<S> <C> <C> <C> <C>
Minneapolis Associates II Limited Partnership......... 25.00 $ 2 $ 1 $ 1
Multi-Benefit Realty Fund "87-1-Class A & Class B..... 21.89 1,657 1,077 580
National Property Investors 8......................... 11.13 988 642 346
Northbrook Apartments, Ltd............................ 25.00 209 136 73
Olde Mill Investors Limited Partnership............... 8.75 170 111 59
Orchard Park Apartments Limited Partnership........... 25.00 1 1 0
Park Town Place Associates Limited Partnership........ 24.70 298 194 104
Quail Run Associates, L.P............................. 25.00 487 317 170
Ravensworth Associates Limited Partnership............ 25.00 1 1 0
Rivercreek Apartments Limited Partnership............. 25.00 180 117 63
Rivercrest Apartments, Limited........................ 25.00 1,687 1,097 590
Riverside Park Associates L.P......................... 13.69 590 384 206
Salem Arms of Augusta Limited Partnership............. 25.00 278 181 97
Shaker Square, L.P.................................... 23.75 631 410 221
Shannon Manor Apartments, Limited Partnership......... 25.00 1,170 761 409
Sharon Woods, L.P..................................... 22.75 499 324 175
Shelter Properties III................................ 15.20 1,960 1,274 686
Shelter Properties IV................................. 50.52 12,764 8,295 4,469
Shelter Properties VI................................. 13.78 1,919 1,247 672
Shelter Properties VII Limited Partnership............ 26.65 1,975 1,284 691
Snowden Village Associates, L.P....................... 25.00 443 288 155
Springhill Lake Investors Limited Partnership......... 11.84 2,908 1,890 1,018
Sturbrook Investors, Ltd.............................. 25.00 377 245 132
Sycamore Creek Associates, L.P........................ 25.00 1 1 0
Texas Residential Investors Limited Partnership....... 18.45 1,147 746 401
Thurber Manor Associates, Limited Partnership......... 25.00 218 142 76
U.S. Realty Partners Limited Partnership.............. 25.00 1,441 937 504
United Investors Growth Properties.................... 39.01 165 107 58
United Investors Growth Properties II................. 25.00 351 228 123
United Investors Income Properties.................... 23.44 1,977 1,285 692
Villa Nova, Limited Partnership....................... 25.00 228 148 80
Walker Springs, Limited............................... 23.99 95 62 33
Wingfield Investors Limited Partnership............... 25.00 179 116 63
Winrock-Houston Limited Partnership................... 13.60 1,041 677 364
Winthrop Apartment Investors Limited Partnership...... 31.60 1,318 857 461
Winthrop Growth Investors 1 Limited Partnership....... 27.94 1,233 801 432
Winthrop Texas Investors Limited Partnership.......... 5.27 158 103 55
Woodmere Associates, L.P.............................. 25.00 280 182 98
Yorktown Towers Associates............................ 25.00 809 526 283
-------- ------- ------
Total (See adjustment C to the Pro Forma Consolidated
Balance Sheet)...................................... $122,463 $79,601 42,862
======== ======= ======
</TABLE>

The unaudited Pro Forma Financial Information (Exchange Offers) has been
prepared using the purchase method of accounting whereby the assets and
liabilities of NHP, the NHP Real Estate Companies, Ambassador, IFG, IPT, the
Exchange Offers, the 1997 Acquisitions, the 1998 Acquisitions and the Probable
Purchases are adjusted to estimated fair market value, based on preliminary
estimates, which are subject to change as additional information is obtained.
The allocations of purchase costs are subject to final determination based upon
estimates and other evaluations of fair market value. Therefore, the allocations
reflected in the following unaudited Pro Forma Financial Information (Exchange
Offers) may differ from the amounts ultimately determined.

P-38
<PAGE> 153

The following unaudited Pro Forma Financial Information (Exchange Offers)
is presented for informational purposes only and is not necessarily indicative
of the financial position or results of operations of the Partnership that would
have occurred if such transactions had been completed on the dates indicated,
nor does it purport to be indicative of future financial positions, results of
operations or cash flows. In the opinion of the Partnership's management, all
material adjustments necessary to reflect the effects of these transactions have
been made.

AIMCO PROPERTIES, L.P.

PRO FORMA CONSOLIDATED BALANCE SHEET (EXCHANGE OFFERS)
AS OF SEPTEMBER 30, 1998

ASSETS

<TABLE>
<CAPTION>
INSIGNIA MERGER PRO FORMA
PRO FORMA(A) ADJUSTMENTS(B) EXCHANGE OFFERS
--------------- -------------- ---------------
(IN THOUSANDS, EXCEPT UNIT DATA)
<S> <C> <C> <C>
Real estate....................................... $2,625,822 $ 12,764(C)
26,954(D)
13,655(E) $2,679,195
Property held for sale............................ 42,212 -- 42,212
Investments in and notes receivable from
unconsolidated subsidiaries..................... 186,277 -- 186,277
Investments in and notes receivable from
unconsolidated partnerships..................... 924,309 109,699(C)
(13,655)(E)
(8,161)(F)
816(G) 1,013,008
Mortgage notes receivable......................... 20,916 -- 20,916
Cash and cash equivalents......................... 104,955 2,620(D) 107,575
Restricted cash................................... 84,526 1,807(D) 86,333
Accounts receivable............................... 27,900 1,081(D) 28,981
Deferred financing costs.......................... 21,835 -- 21,835
Goodwill.......................................... 251,024 -- 251,024
Property management contracts..................... 38,371 -- 38,371
Other assets...................................... 82,670 422(D) 83,092
---------- -------- ----------
$4,410,817 $148,002 $4,558,819
========== ======== ==========

LIABILITIES AND PARTNERS' CAPITAL

Secured notes payable............................. $ 926,246 $ 23,642(D) $ 949,888
Secured tax-exempt bond financing................. 399,925 -- 399,925
Secured short-term financing...................... 32,691 -- 32,691
Unsecured short-term financing.................... 300,000 79,601(C) 379,601
Accounts payable, accrued and other liabilities... 248,253 826(D) 249,079
Security deposits and deferred income............. 13,171 255(D) 13,426
---------- -------- ----------
1,920,286 104,324 2,024,610
Minority interests................................ 79,431 816(G) 80,247
Company obligated mandatorily redeemable
convertible securities of a subsidiary trust.... 149,500 -- 149,500
Redeemable common partnership units............... 277,581 8,161(D)
(8,161)(F)
30,616(C) 308,197
Redeemable preferred partnership units............ -- 12,246(C) 12,246
Partner's capital
General and Special Limited Partner............. 1,496,457 -- 1,496,457
Preferred Units................................. 487,562 -- 487,562
---------- -------- ----------
1,984,019 -- 1,984,019
---------- -------- ----------
$4,410,817 $148,002 $4,558,819
========== ======== ==========
</TABLE>

- ---------------

(A) See "Pro Forma Financial Information (Insignia Merger)."

P-39
<PAGE> 154

(B) Represents adjustments related to the Partnership's purchase of additional
limited partnership interests in 91 real estate partnerships. Selected
historical balance sheet data as of September 30, 1998 (unaudited) related
to the 91 real estate partnerships is as follows (dollars in thousands):

<TABLE>
<S> <C>
Real estate................................................. $1,082,652
Cash........................................................ 151,024
Total assets................................................ 1,493,409
Mortgages payable........................................... 1,585,196
Partners' capital (deficit)................................. (171,740)
</TABLE>

(C) Represents the purchase price paid by the Partnership to the limited
partners in order to obtain additional ownership by AIMCO in 91 real estate
partnerships. For the purposes of the pro-forma presentation, it is
assumed: (i) 65% of the purchase price is funded with cash by drawing down
on the Partnership's unsecured short term credit facility; (ii) 25% of the
purchase price is funded by the issuance of 749,362 OP Units at $40 per OP
Unit; and (iii) 10% of the purchase price is funded by the issuance of 8%
Preferred OP Units.

(D) Represents historical balance sheet data related to the one real estate
partnership that will be consolidated as a result of the Partnership's
purchase of additional partnership interests.

(E) Represent the adjustment to real estate recorded in the IFG Merger related
to the one real estate partnership that will be consolidated as a result of
the Partnership's purchase of additional partnership interests.

(F) Represents the elimination of the partners' capital in the one real estate
partnership that will be consolidated as a result of the Partnership's
purchase of additional partnership interests.

(G) Represents minority interest of the one real estate partnership that will
be consolidated as a result of the Partnership's purchase of additional
partnership interests.

P-40
<PAGE> 155

AIMCO PROPERTIES, L.P.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (EXCHANGE OFFERS)
FOR THE YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
INSIGNIA MERGER PRO FORMA
PRO FORMA(A) ADJUSTMENTS(B) EXCHANGE OFFERS
--------------- -------------- ---------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
Rental and other property operations.............. $ 431,256 $ 11,270(C) $ 442,526
Property operating expenses....................... (182,830) (6,612)(C) (189,442)
Owned property management expense................. (11,831) -- (11,831)
Depreciation...................................... (96,264) (2,589)(C) (98,853)
--------- -------- ---------
Income from property operations................... 140,331 2,069 142,400
--------- -------- ---------
Management fees and other income.................. 41,676 -- 41,676
Management and other expenses..................... (23,683) -- (23,683)
Corporate overhead allocation..................... (588) -- (588)
Amortization...................................... (26,480) -- (26,480)
--------- -------- ---------
Income from service company business.............. (9,075) -- (9,075)
Minority interest in service company business..... (10) -- (10)
--------- -------- ---------
Partnership's share of income from service company
business........................................ (9,085) -- (9,085)
--------- -------- ---------
General and administrative expenses............... (21,371) -- (21,371)
Interest expense.................................. (113,788) (5,691)(D)
(2,220)(C) (121,699)(H)
Interest income................................... 21,734 21,734
Minority interests................................ (9,983) (51)(E) (10,034)
Equity in losses of unconsolidated partnerships... (27,537) (16,864)(F)
483(G) (43,918)(I)
Equity in earnings of Unconsolidated
Subsidiaries.................................... 5,848 -- 5,848
--------- -------- ---------
Net income (loss)................................. (13,851) (22,274) (36,125)(H)
Income attributable to Preferred Unitholders...... 42,174 980 43,154(J)
--------- -------- ---------
Income (loss) attributable to OP Unitholders...... (56,025) $(23,254) $ (79,279)(H)
========= ======== =========
Basic earnings (loss) per OP Unit................. (.83) $ (1.16)(H)
========= =========
Diluted earnings (loss) per OP Unit............... $ (.83) $ (1.16)(H)
========= =========
Weighted average OP Units outstanding............. 67,522 68,287
========= =========
Weighted average OP Units and equivalents
outstanding..................................... 68,366 69,131
========= =========
</TABLE>

- ---------------

(A) See "Pro Forma Financial Information (Insignia Merger)."

(B) Represents adjustments related to the Partnership's purchase of additional
limited partnership interests in 91 real estate partnerships. Selected
historical operating data for the year ended December 31, 1997 related to
the 91 real estate partnerships is as follows (dollars in thousands):

<TABLE>
<S> <C>
Revenue..................................................... $456,968
Operating expense........................................... 249,097
Depreciation................................................ 87,344
Interest.................................................... 138,778
Net income.................................................. 15,005
</TABLE>

P-41
<PAGE> 156

(C) Represents historical statement of operations data related to the one real
estate partnership that will be consolidated as a result of the
Partnership's purchase of additional limited partnership interests.

(D) Represents the increase in interest expense related to borrowings to pay
the cash portion of the purchase price of the partnership interests. The
interest rate used in the calculation of interest expense was LIBOR plus
1.75%.

(E) Represents the minority interests share of net income of the one real
estate partnership that will be consolidated as a result of the
Partnership's purchase of additional limited partnership interests.

(F) Represents the changes in the Partnership's equity in losses from the 91
real estate partnerships of (i) $10,740 resulting from the Partnership's
increase in the ownership based on the historical operating results of the
91 real estate partnerships; and (ii) amortization of $6,124 related to the
increased basis in investments in real estate partnerships, as a result of
the allocation of the purchase price of the partnership interests, based on
an estimated average life of 20 years.

(G) Represents the elimination of the equity earnings related to the one real
estate partnership that will be consolidated as a result of the
Partnership's purchase of additional limited partnership interests.

(H) The pro forma financial statements have been prepared under the assumption
that the limited partners will elect 65% of the consideration to be paid in
cash, 25% of the consideration to be paid in the form of common OP Units,
and 10% of the consideration to be paid in the form of 8% Preferred OP
Units. The following table shows the effect on interest expense, net loss,
preferred unit distributions, and net loss per OP Unit in the event that
the limited partners elect to receive all their consideration in cash,
common OP Units, and 8% Preferred OP Units, respectively:

<TABLE>
<CAPTION>
8% PREFERRED
PRO FORMA CASH COMMON OP UNITS OP UNITS
--------- --------- --------------- ------------
<S> <C> <C> <C> <C>
Interest expense......... $(121,699) $(124,763) $(116,008) $(116,008)
Net loss................. (36,125) (39,189 (30,434) (30,434)
Preferred unit
distributions.......... 43,154 42,174 42,174 51,971
Net loss attributable to
OP Unitholders......... (79,279) (81,363) (72,608) (82,405)
Net loss per OP Unit..... (1.16) (1.20) (1.03) (1.22)
</TABLE>

In addition, the following table presents the net impact to interest
expense, net loss, and net loss per OP Unit assuming the interest rate per
annum increases by 0.25%:

<TABLE>
<CAPTION>
8% PREFERRED
PRO FORMA CASH COMMON OP UNITS OP UNITS
--------- -------- --------------- ------------
<S> <C> <C> <C> <C>
Increase in interest
expense.................. $ 1,137 $ 1,245 $ 938 $ 938
Net loss................... (37,262) (40,434) (31,372) (31,372)
Net loss attributable to OP
Unitholders.............. (80,416) (82,608) (73,546) (83,343)
Net loss per OP Unit....... (1.18) (1.22) (1.04) (1.23)
</TABLE>

(I) The pro forma financial statements have been prepared under the assumption
that after the exchange offers are accepted, the Partnership will own 49%
of certain 88 Partnerships, 25% of two Partnerships, and 100% of one
Partnership. The amount included in the pro forma financial statements
assume an acceptance rate of 100%. The following table shows the effect on
equity in earnings of unconsolidated partnerships, net loss, net loss
attributable to OP Unitholders, and net loss per OP Unit in the event that
the Partnership will have an acceptance rate of 50% of the interests
tendered and will own varying percentages of each partnership:

<TABLE>
<S> <C>
Equity in earnings of unconsolidated partnerships........... $(36,510)
Net loss.................................................... (26,084)
Net loss attributable to OP Unitholders..................... (68,784)
Net loss per OP Unit........................................ (1.01)
</TABLE>

P-42
<PAGE> 157

(J) Represents the net income attributable to holders of the Class B Preferred
Units, the Class C Preferred Units, the Class D Preferred Units, the Class
G Preferred Units, the Class H Preferred Units, the Class J Preferred Units
and the 8% Preferred OP Units as if these Preferred Units had been issued
as of January 1, 1997.

P-43
<PAGE> 158

AIMCO PROPERTIES, L.P.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (EXCHANGE OFFERS)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
INSIGNIA MERGER PRO FORMA
PRO FORMA(A) ADJUSTMENTS(B) EXCHANGE OFFERS
--------------- -------------- ---------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
Rental and other property operations............... $ 337,307 $ 8,654(C) $ 345,961
Property operating expenses........................ (131,851) (4,389)(C) (136,240)
Owned property management expense.................. (8,933) -- (8,933)
Depreciation....................................... (78,479) (1,941)(C) (80,420)
--------- -------- ---------
Income from property operations.................... 118,044 2,324 120,368
--------- -------- ---------
Management fees and other income................... 28,912 -- 28,912
Management and other expenses...................... (14,386) -- (14,386)
Corporate overhead allocation...................... (196) -- (196)
Amortization....................................... (15,243) -- (15,243)
--------- -------- ---------
Income from service company business............... (913) -- (913)
Minority interest in service company business...... -- -- --
--------- -------- ---------
Partnership's share of income from service company
business......................................... (913) -- (913)
--------- -------- ---------
General and administrative expenses................ (8,632) -- (8,632)
Interest expense................................... (85,010) (4,250)(D)
(1,630)(C) (90,890)(H)
Interest income.................................... 40,887 40,887
Minority interests................................. (8,429) (119)(E) (8,548)
Equity in losses of unconsolidated partnerships.... (10,234) (13,156)(F)
41(G) (23,349)(I)
Equity in earnings of Unconsolidated
Subsidiaries..................................... 851 -- 851
Amortization of goodwill........................... (5,071) -- (5,071)
--------- -------- ---------
Net income (loss).................................. 41,493 (16,790) 24,703(H)
Income attributable to Preferred Unitholders....... 32,414 735 33,149(J)
--------- -------- ---------
Income (loss) attributable to OP Unitholders....... $ 9,079 $(17,525) $ (8,446)(H)
========= ======== =========
Basic earnings (loss) per OP Unit.................. $ .13 $ (.12)(H)
========= =========
Diluted earnings (loss) per OP Unit................ $ .13 $ (.12)(H)
========= =========
Weighted average OP Units outstanding.............. 68,554 69,319
========= =========
Weighted average OP Units and equivalents
outstanding...................................... 69,218 69,983
========= =========
</TABLE>

- ---------------

(A) See "Pro Forma Financial Information (Insignia Merger)."

(B) Represents adjustments related to the Partnership's purchase of additional
limited partnership interests in 91 real estate partnerships. Selected
historical operating data (unaudited) for the nine months ended September
30, 1998 related to the 91 real estate partnerships is as follows (dollars
in thousands):

<TABLE>
<S> <C>
Revenue..................................................... $338,937
Operating expense........................................... 182,529
Depreciation................................................ 64,127
Interest.................................................... 103,756
Net income.................................................. (9,329)
</TABLE>

P-44
<PAGE> 159

(F) Represents the changes in the Partnership's equity in losses from the 91
real estate partnerships of (i) $8,552 resulting from the Partnership's
increase in the ownership based on the historical operating results of the
91 real estate partnerships; and (ii) amortization of $4,604 related to the
increased basis in investments in real estate partnerships, as a result of
the allocation of the purchase price of the partnership interests, based on
an estimated average life of 20 years.

(H) The pro forma financial statements have been prepared under the assumption
that the limited partners will elect 65% of the consideration to be paid in
cash, 25% of the consideration to be paid in the form of common OP Units,
and 10% of the consideration to be paid in the form of 8% Preferred OP
Units. The following table shows the effect on interest expense, net
income, preferred unit distributions, and net loss per OP Unit in the event
that the limited partners elect to receive all their consideration in cash,
common OP Units, and 8% Preferred OP Units, respectively:

<TABLE>
<CAPTION>
8% PREFERRED
PRO FORMA CASH COMMON OP UNITS OP UNITS
--------- -------- --------------- ------------
<S> <C> <C> <C> <C>
Interest expense........... $(90,890) $(93,184) $(86,640) $(86,640)
Net income................. 24,703 22,409 28,953 28,953
Preferred unit
distributions............ 33,149 32,414 32,414 39,762
Net loss attributable to OP
Unitholders.............. (8,446) (10,005) (3,461) (10,809)
Net loss per OP Unit....... (.12) (.15) (.05) (.16)
</TABLE>

In addition, the following table presents the net impact to interest
expense, net loss, and net loss per OP Unit assuming the interest rate per
annum increases by 0.25%:

<TABLE>
<CAPTION>
8% PREFERRED
PRO FORMA CASH COMMON OP UNITS OP UNITS
--------- ------- --------------- ------------
<S> <C> <C> <C> <C>
Increase in interest
expense.................... $ 851 $ 931 $ 702 $ 702
Net income................... 24,703 21,478 28,251 28,251
Net loss attributable to OP
Unitholders................ (9,296) (10,936) (4,163) (11,511)
Net loss per OP Unit......... (.13) (.16) (.06) (.17)
</TABLE>

(I) The pro forma financial statements have been prepared under the assumption
that after the exchange offers are accepted, AIMCO will own 49% of certain
88 Partnerships, 25% of two Partnerships, and 100% of one Partnership. The
following table shows the effect on equity in earnings of unconsolidated
partnerships, net income, net income (loss) attributable to OP Unitholders,
and net loss per OP Unit in the event the Partnership will own varying
percentages of each partnership.

<TABLE>
<S> <C>
Equity in earnings of unconsolidated partnerships........... $(17,797)
Net income.................................................. 32,216
Net income (loss) attributable to OP Unitholders............ (593)
Net income (loss) per OP Unit............................... (.01)
</TABLE>

P-45
<PAGE> 160

P-46
<PAGE> 161

AIMCO PROPERTIES, L.P.

PRO FORMA CONSOLIDATED STATEMENT OF CASH FLOWS (EXCHANGE OFFERS)
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
INSIGNIA MERGER PRO FORMA
PRO FORMA(A) ADJUSTMENTS(B) EXCHANGE OFFERS
--------------- -------------- ---------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)......................................... $ (13,851) $(22,274)(C) $ (36,125)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization........................... 128,169 2,589(D) 130,758
Gain on investments..................................... (12) -- (12)
(Gain) loss on disposition of properties................ (3,882) -- (3,882)
Minority interests...................................... 9,983 51 10,034
Equity in earnings of unconsolidated partnerships....... 27,537 16,864(E)
(483)(F) 43,918
Equity in earnings of unconsolidated subsidiaries....... (5,848) -- (5,848)
Extraordinary (gain) loss on early extinguishment of
debt.................................................. --
Changes in operating assets and operating liabilities... 519 (660)(G) (141)
---------- -------- ----------
Total adjustments................................... 156,466 18,361 174,827
---------- -------- ----------
Net cash provided by (used in) operating
activities........................................ 142,615 (3,913) 138,702
Net cash used in discontinued operations............ (7,999) -- (7,999)
---------- -------- ----------
Net cash provided by (used in) continuing
operations........................................ 134,616 (3,913) 130,703
---------- -------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of real estate......................... 41,419 -- 41,419
Purchase of real estate................................... (625,603) -- (625,603)
Additions to real estate, investments and property held
for sale................................................ (55,892) (1,024)(G) (56,916)
Proceeds from sale of property held for sale.............. 303 -- 303
Purchase of general and limited partnership interests..... (276,458) (79,601)(H) (356,059)
Purchase of management contracts.......................... (48,554) -- (48,554)
Purchase of/additions to notes receivable................. (81,670) -- (81,670)
Proceeds from repayments of notes receivable.............. 10,052 -- 10,052
Distributions from investments in real estate partnerships
and unconsolidated subsidiaries......................... 94,686 10,070(I) 104,756
Contribution to unconsolidated subsidiaries............... (42,879) -- (42,879)
Proceeds from sale of securities.......................... 642 -- 642
Purchase of investments held for sale..................... (73) -- (73)
Purchase of NHP........................................... (60,575) -- (60,575)
Purchase of Ambassador common stock....................... (19,881) -- (19,881)
---------- -------- ----------
Net cash used in investing activities............... (1,064,483) (70,555) (1,135,038)
---------- -------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from secured notes payable borrowings............ 761,270 -- 761,270
Principal repayments on secured notes payable............. (307,917) (713)(G) (308,630)
Proceeds from secured short-term financing................ 19,050 79,601(H) 98,651
Repayments on secured short-term financing................ (259,461) -- (259,461)
Principal repayments on unsecured short-term notes
payable................................................. (50,879) -- (50,879)
Proceeds (payoff) from unsecured short-term financing..... (12,500) -- (12,500)
Principal repayments on secured tax-exempt bond
financing............................................... (1,487) -- (1,487)
Net borrowings (paydowns) on the Company's revolving
credit facilities....................................... (162,008) -- (162,008)
Payment of loan costs, net of proceeds from interest rate
hedge................................................... (17,032) -- (17,032)
Proceeds from issuance of common and preferred stock,
net..................................................... 1,098,265 -- 1,098,265
Proceeds from exercises of employee stock options and
warrants................................................ 11,553 -- 11,553
Repurchase of common stock................................ (3,283) -- (3,283)
Principal repayments received on notes due from
Officers................................................ 27,280 -- 27,280
Investments made by minority interests.................... 249 -- 249
Receipt of contributions from minority interests.......... 37,345 -- 37,345
Payments of distributions to minority interests........... (2,713) -- (2,713)
Payment of distributions.................................. (130,657) -- (130,657)
Payment of distributions to limited partners.............. (5,208) (1,415)(J) (6,623)
Payment of preferred unit distributions................... (42,984) (979)(K) (43,963)
Payment of distributions to minority interests............ (21,788) -- (21,788)
Net transactions with Insignia/ESG........................ (57,612) -- (57,612)
---------- -------- ----------
Net cash provided by financing activities........... 879,483 76,494 955,977
---------- -------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........ (50,384) 2,026 (48,358)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............ 117,896 2,291 120,187
---------- -------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................. $ 67,512 $ 4,317 $ 71,829
========== ======== ==========
</TABLE>

P-47
<PAGE> 162

- ---------------

(A) See "Pro Forma Financial Information (Insignia Merger)."

(B) Represents adjustments related to the Partnership's purchase of additional
limited partnership interests in 91 real estate partnerships. Selected
historical cash flow data for the year ended December 31, 1997 related to
the 91 real estate partnerships is as follows (dollars in thousands):

<TABLE>
<S> <C>
Cash provided by operating activities..................... $ 65,372
Cash used in investing activities......................... (11,713)
Cash used in financing activities......................... (74,617)
</TABLE>

(C) Represents the pro forma net loss related to the Partnership's purchase of
additional limited partnership interests in 91 real estate partnerships.

(D) Represents additional deprecation related to the one real estate
partnership that will be consolidated as a result of the Partnership's
purchase of additional limited partnership interests, based on the
Partnership's new basis in the real estate. Buildings and improvements are
depreciated on the straight-line method over a period of 20 years and
furniture and fixtures are depreciated on the straight-line method over a
period of 5 years.

(E) Represents the increase in the Partnership's equity in earnings from the 90
real estate partnerships resulting from the Partnership's corresponding
increase in ownership.

(F) Represents the elimination of the equity earnings related to one real
estate partnership that will be consolidated as a result of the
Partnership's purchase of the additional limited partnership interests.

(G) Represents historical cash flow data related to the one real estate
partnership that will be consolidated as a result of the Partnership's
purchase of additional limited partnership interests.

(H) Represents the cash portion of the purchase price (and additional
borrowings by the Partnership) related to the acquisition by the
Partnership of additional limited partnership interests in 91 real estate
limited partnerships.

(I) Represents the distributions to be received for the additional partnership
interests acquired by the Partnership in the 91 real estate partnerships,
based on the historical distributions paid per partnership unit.

(J) Represents adjustments for distributions paid on the Common OP Units
assumed to be issued by the Partnership to acquire the additional limited
partnership interests in 91 real estate limited partnerships, at the
historical distribution amount of $1.85 per Common OP Unit.

(K) Represents adjustments for distributions paid on the Preferred OP Units
assumed to be issued by the Partnership to acquire the additional limited
partnership interests in 91 real estate limited partnerships, at a
distribution rate of 8% per Preferred OP Unit.

P-48
<PAGE> 163

AIMCO PROPERTIES, L.P.

PRO FORMA CONSOLIDATED STATEMENT OF CASH FLOWS (EXCHANGE OFFERS)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(IN THOUSANDS)

<TABLE>
<CAPTION>
INSIGNIA MERGER PRO FORMA
PRO FORMA(A) ADJUSTMENTS(B) EXCHANGE OFFERS
--------------- -------------- ---------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)......................................... $ 41,493 $(16,790)(C) $ 24,703
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization........................... 101,523 1,941(D) 103,464
(Gain) loss on disposition of properties................ -- -- --
Minority interests...................................... 8,429 119 8,548
Equity in earnings of unconsolidated partnerships....... 10,234 13,156(E)
(41)(F) 23,349
Equity in earnings of unconsolidated subsidiaries....... (851) -- (851)
Non-cash compensation................................... 796 -- 796
Changes in operating assets and operating liabilities... (69,549) (21)(G) (69,570)
--------- -------- ---------
Total adjustments................................... 50,582 15,154 65,736
--------- -------- ---------
Net cash provided by operating activities........... 92,075 (1,636) 90,439
--------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of real estate................................... 27,122 -- 27,122
Additions to real estate.................................. (57,526) (668)(G) (58,194)
Proceeds from sale of property and investments held for
sale.................................................... (35) -- (35)
Additions to property held for sale....................... (1,986) -- (1,986)
Purchase of general and limited partnership interests..... (9,596) -- (9,596)
Purchase of/additions to notes receivable................. (100,034) -- (100,034)
Proceeds from repayments/sale of notes receivable......... 42,747 -- 42,747
Distributions from investments in real estate partnerships
and unconsolidated subsidiaries......................... 23,629 5,809(H) 29,438
Payment of trust based preferred dividends................ (7,415) -- (7,415)
Cash received in connection with Ambassador Merger and
AMIT Merger............................................. 17,915 -- 17,915
Contribution to unconsolidated subsidiaries............... (13,032) -- (13,032)
Purchase of investments held for sale..................... (4,935) -- (4,935)
Redemption of OP Units.................................... (516) -- (516)
Merger costs.............................................. (1,402) -- (1,402)
--------- -------- ---------
Net cash used in investing activities............... (85,064) 5,141 (79,923)
--------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from secured notes payable borrowings............ 291,885 -- 291,885
Principal repayments on secured notes payable............. (52,023) -- (52,023)
Principal advances on secured tax-exempt bond financing... 21,784 -- 21,784
Principal repayments on secured tax-exempt bond
financing............................................... (1,436) -- (1,436)
Net borrowings/ repayments on secured short-term
financing............................................... 135,332 -- 135,332
Net borrowings (paydowns) on the revolving credit
facilities.............................................. 2,513 (812)(G) 1,701
Principal repayments on unsecured short-term notes
payable................................................. 2,644 -- 2,644
Payment of loan costs, net of proceeds from interest rate
hedge................................................... (5,810) -- (5,810)
Proceeds from issuance of common stock and preferred
stock, net.............................................. -- -- --
Repurchase of common stock................................ (10,972) -- (10,972)
Proceeds from exercises of employee stock options and
warrants................................................ 16,294 -- 16,294
Principal repayments received on notes due from
Officers................................................ 8,084 -- 8,084
Receipt of contributions from minority interests.......... -- -- --
Payments of distributions to minority interests........... (2,034) (2,034)
Payment of distributions.................................. (107,989) -- (107,989)
Payment of distributions to limited partners.............. (12,669) (1,291)(I) (13,960)
Payment of preferred unit distributions................... (27,010) (735)(J) (27,745)
Proceeds from issuance of High Performance Units.......... 1,988 -- 1,988
Net transactions with Insignia/ESG........................ (241,003) -- (241,003)
--------- -------- ---------
Net cash provided by financing activities........... 19,578 (2,838) 16,740
--------- -------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........ 26,589 667 27,256
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............ 55,700 4,316 60,016
--------- -------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................. $ 82,289 $ 4,983 $ 87,272
========= ======== =========
</TABLE>

P-49
<PAGE> 164

- ---------------

(A) See "Pro Forma Financial Information (Insignia Merger)."

(B) Represents adjustments related to the Partnership's purchase of additional
limited partnership interests in 91 real estate partnerships. Selected
historical cash flow data for the nine months ended September 30, 1998
related to the 91 real estate partnerships is as follows (dollars in
thousands):

<TABLE>
<S> <C>
Cash provided by operating activities..................... $ 76,113
Cash used in investing activities......................... (22,616)
Cash used in financing activities......................... (42,273)
</TABLE>

(C) Represents the pro forma net loss related to the Partnership's purchase of
additional limited partnership interests in 91 real estate partnerships.

(D) Represents additional deprecation related to the one real estate
partnership that will be consolidated as a result of the Partnership's
purchase of additional limited partnership interests, based on the
Partnership's new basis in the real estate. Buildings and improvements are
depreciated on the straight-line method over a period of 30 years and
furniture and fixtures are depreciated on the straight-line method over a
period of 5 years.

(E) Represents the increase in the Partnership's equity in earnings from the 90
real estate partnerships resulting from the Partnership's corresponding
increase in ownership.

(G) Represents historical cash flow data related to the one real estate
partnership that will be consolidated as a result of the Partnership's
purchase of additional limited partnership interests.

(H) Represents the distributions to be received for the additional partnership
interests acquired by the Partnership in the 91 real estate partnerships,
based on the historical distributions paid per partnership unit.

(I) Represents adjustments for distributions paid on the Common OP Units
assumed to be issued by the Partnership to acquire the additional limited
partnership interests in 91 real estate limited partnerships, at the
historical distribution amount of $1.6875 per Common OP Unit.

(J) Represents adjustments for distributions paid on the Preferred OP Units
assumed to be issued by the Partnership to acquire the additional limited
partnership interests in 91 real estate limited partnerships, at a
distribution rate of 8% per Preferred OP Unit.

P-50
<PAGE> 165

APPENDIX A

- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
ROBERT A. STANGER & CO., INC. 1129 Broad Street
INVESTMENT BANKING Shrewsbury, NJ 07702-4314
(732) 389-3600
FAX:(732) 389-1751
(732) 544-0779
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

AIMCO Properties, L.P.

1873 South Bellaire -- Suite 1700

Denver, Colorado 80222

Re: Four Quarters Habitat Apartments Associates, Ltd.

Gentlemen:

You have advised us that AIMCO Properties, L.P. (the "Purchaser"), a
subsidiary of Apartment Investment and Management Company ("AIMCO"), which
directly or indirectly owns the general partner (the "General Partner") of Four
Quarters Habitat Apartments Associates, Ltd. (the "Partnership")(the Purchaser,
AIMCO, the General Partner and other affiliates and subsidiaries of AIMCO are
referred to herein collectively as the "Company"), is contemplating a
transaction (the "Offer") in which limited partnership interests in the
Partnership (the "Units") will be acquired by the Purchaser in exchange for an
offer price per Unit of $15,090 in cash, or 401.25 Common OP Units of the
Purchaser, or 603.75 Preferred OP Units of the Purchaser, or a combination of
any of such forms of consideration. The limited partners of the Partnership (the
"Limited Partners") will have the choice to maintain their current interest in
the Partnership or exchange their Units for any or a combination of such forms
of consideration. The amount of cash, Common OP Units or Preferred OP Units
offered per Unit is referred to herein as the "Offer Price."

You have requested that Robert A. Stanger & Co., Inc. ("Stanger") provide
its opinion as to whether the Offer Price is fair to the Limited Partners of the
Partnership from a financial point of view.

Since its founding in 1978, Stanger and its affiliates have provided
information, research, investment banking and consulting services to clients
located throughout the United States, including major New York Stock Exchange
member firms, insurance companies and over seventy companies engaged in the
management and operation of partnerships and real estate investment trusts. The
investment banking activities of Stanger include financial advisory and fairness
opinion services, asset and securities valuations, industry and company research
and analysis, litigation support and expert witness services, and due diligence
investigations in connection with both publicly registered and privately placed
securities transactions.

In the course of our analysis for rendering this opinion, we have, among
other things:

1. Reviewed a draft of the Prospectus Supplement related to the Offer in
a form management has represented to be substantially the same as will be
distributed to the Limited Partners;

2. Reviewed the Partnership's financial statements for the years ended
December 31, 1996 and 1997, and the quarterly report for the period ending
September 30, 1998, which the Partnership's management has indicated to be
the most current available financial statements;

A-1
<PAGE> 166
ROBERT A. STANGER & CO. INC.

3. Reviewed descriptive information concerning the real property owned
by the Partnership (the "Property"), including location, number of units
and unit mix, age, amenities and land acreage;

4. Reviewed summary historical operating statements for the Property,
for the years ended December 31, 1996 and 1997, and the nine months ending
September 30, 1998;

5. Reviewed the 1998 operating budget for the Property prepared by the
Partnership's management. Such budgets are summarized in the Prospectus
Supplement under the section "Stanger Analysis -- Summary of Materials
Considered";

6. Reviewed the estimate of liquidation value and going concern value
provided by the general partner to Stanger. Such estimates are described in
the Prospectus Supplement under the section "Fairness of the
Offer -- Comparison of Consideration to Alternative Consideration." In
addition, we received the 1998 operating budgets for each property provided
by the Partnership;

7. Discussed with management market conditions for the Property;
conditions in the market for sales/acquisitions of properties similar to
that owned by the Partnership; historical, current and expected operations
and performance of the Property and the Partnership; the physical condition
of the Property including any deferred maintenance; and other factors
influencing value of the Property and the Partnership;

8. Performed a site inspection of the Property;

9. Reviewed data and discussed with local sources real estate rental
market conditions in the market of the Property, and reviewed available
information relating to acquisition criteria for income-producing
properties similar to the Property;

10. Reviewed information provided by the Company relating to debt
encumbering the Property; and

11. Conducted such other studies, analyses, inquiries and investigations
as we deemed appropriate.

In rendering this opinion, we have relied upon and assumed, without
independent verification, the accuracy and completeness of all financial
information and management reports and data, and all other reports and
information contained in the Prospectus Supplement or that were provided, made
available or otherwise communicated to us by the Partnership and the Company. We
have not performed an independent appraisal, engineering study or environmental
study of the assets and liabilities of the Partnership. We have relied upon the
representations of the Partnership and the Company concerning, among other
things, any environmental liabilities, deferred maintenance and estimated
capital expenditures and replacement reserve requirements, the determination and
valuation of non-real estate assets and liabilities of the Partnership, the
terms and conditions of any debt encumbering the Property, the allocation of net
Partnership values between the General Partner and Limited Partners, and the
transaction costs and fees associated with a sale of the Property. We have also
relied upon the assurance of the Partnership and the Company that any financial
statements, projections, capital expenditure estimates, debt summaries, value
estimates and other information contained in the Prospectus Supplement or
otherwise provided or communicated to us were reasonably prepared and adjusted
on bases consistent with actual historical experience, are consistent with the
terms of the Partnership Agreement, and reflect the best currently available
estimates and good faith judgments; that no material changes have occurred in
the value of the Property or other information reviewed between the date such
information was provided and date of this letter; that the Partnership and the
Company are not aware of any information or facts that would cause the
information supplied to us to be incomplete or misleading; that the highest and
best use of the Property is as improved; and that all calculations were made in
accordance with the terms of the Partnership Agreement.

In addition, you have advised us that upon consummation of the Offer, the
Partnership will continue its business and operations substantially as they are
currently being conducted and that the Partnership and the Company do not have
any present plans, proposals or intentions which relate to or would result in an

A-2
<PAGE> 167
ROBERT A. STANGER & CO. INC.

extraordinary transaction, such as a merger, reorganization or liquidation
involving the Partnership; a sale of the Partnership's Properties or the sale or
transfer of a material amount of the Partnership's other assets; any changes to
the Partnership's senior management or personnel or their compensation; any
changes in the Partnership's present capitalization or distribution policy; or
any other material changes in the Partnership's structure or business.

We have not been requested to, and therefore did not: (i) select the Offer
Price or the method of determining the Offer Price in connection with the Offer;
(ii) make any recommendation to the Partnership or its partners with respect to
whether to accept or reject the Offer or whether to accept the cash, Preferred
OP Units or Common OP Units if the Offer is accepted; (iii) solicit any third
party indications of interest in acquiring the assets of the Partnership or all
or any part of the Partnership; or (iv) express any opinion as to (a) the tax
consequences of the proposed Offer to the Limited Partners, (b) the terms of the
Partnership Agreement or of any agreements or contracts between the Partnership
and the Company, (c) the Company's business decision to affect the Offer or
alternatives to the Offer, (d) the amount of expenses relating to the Offer or
their allocation between the Company and the Partnership or tendering Limited
Partners; (e) the relative value of the cash, Preferred OP Units or Common OP
Units to be issued in connection with the Offer, and (f) any adjustments made to
determine the Offer price and the net amounts distributable to the Limited
Partners, including but not limited to, balance sheet adjustments to reflect the
Partnership's estimate of the value of current net working capital balances,
reserve accounts, and liabilities, and adjustments to the Offer Price for
distributions made by the Partnership subsequent to the date of the initial
Offer. We are not expressing any opinion as to the fairness of any terms of the
Offer other than the Offer Price for the Units.

Our opinion is based on business, economic, real estate and capital market,
and other conditions as they existed and could be evaluated as of the date of
our analysis and addresses the Offer in the context of information available as
of the date of our analysis. Events occurring after that date could affect the
assumptions used in preparing the opinion.

The summary of the opinion set forth in the Prospectus Supplement does not
purport to be a complete description of the analyses performed, or the matters
considered, in rendering our opinion. The analyses and the summary set forth
must be considered as a whole, and selecting portions of such summary or
analyses, without considering all factors and analyses, would create an
incomplete view of the processes underlying this opinion. In rendering this
opinion, judgment was applied to a variety of complex analyses and assumptions.
The assumptions made, and the judgments applied, in rendering the opinion are
not readily susceptible to partial analysis or summary description. The fact
that any specific analysis is referred to in the Prospectus Supplement is not
meant to indicate that such analysis was given greater weight than any other
analysis.

Based upon and subject to the foregoing, it is our opinion that as of the
date of this letter the Offer Price is fair to the Limited Partners of the
Partnership from a financial point of view.

Yours truly,

/s/ ROBERT A. STANGER & CO. INC.

Robert A. Stanger & Co., Inc.

Shrewsbury, New Jersey

March 30, 1999

A-3
<PAGE> 168

APPENDIX B

DIRECTORS AND EXECUTIVE OFFICERS OF
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AND
AIMCO-GP, INC.

The names and positions of the executive officers of Apartment Investment
and Management Company ("AIMCO"), AIMCO-GP, Inc. ("AIMCO-GP") and the directors
of AIMCO are set forth below. The two directors of AIMCO-GP are Terry Considine
and Peter Kompaniez. The two directors of the general partner of your
partnership are Peter K. Kompaniez and Patrick J. Foye. The two executive
officers of the general partner of your partnership are Patrick J. Foye,
Executive Vice President, and Timothy R. Garrick, Vice President -- Accounting.
Unless otherwise indicated, the business address of each executive officer and
director is 1873 South Bellaire Street, 17th Floor, Denver, Colorado 80222. Each
executive officer and director is a citizen of the United States of America.

<TABLE>
<CAPTION>
NAME POSITION
---- --------
<S> <C>
Terry Considine.............................. Chairman of the Board of Directors and Chief Executive
Officer
Peter K. Kompaniez........................... Vice Chairman, President and Director
Thomas W. Toomey............................. Executive Vice President -- Finance and Administration
Joel F. Bonder............................... Executive Vice President, General Counsel and
Secretary
Patrick J. Foye.............................. Executive Vice President
Paul J. McAuliffe............................ Executive Vice President -- Capital Markets
Robert Ty Howard............................. Executive Vice President -- Ancillary Services
Steven D. Ira................................ Executive Vice President and Co-Founder
Harry G. Alcock.............................. Senior Vice President -- Acquisitions
Troy D. Butts................................ Senior Vice President and Chief Financial Officer
Richard S. Ellwood........................... Director
J. Landis Martin............................. Director
Thomas L. Rhodes............................. Director
John D. Smith................................ Director
</TABLE>

<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
Terry Considine...................... Mr. Considine has been Chairman of the Board of Directors
and Chief Executive Officer of AIMCO and AIMCO-GP since July
1994. He is the sole owner of Considine Investment Co. and
prior to July 1994 was owner of approximately 75% of
Property Asset Management, L.L.C., Limited Liability
Company, a Colorado limited liability company, and its
related entities (collectively, "PAM"), one of AIMCO's
predecessors. On October 1, 1996, Mr. Considine was
appointed Co-Chairman and director of Asset Investors Corp.
and Commercial Asset Investors, Inc., two other public real
estate investment trusts, and appointed as a director of
Financial Assets Management, LLC, a real estate investment
trust manager. Mr. Considine has been involved as a
principal in a variety of real estate activities, including
the acquisition, renovation, development and disposition of
properties. Mr. Considine has also controlled entities
engaged in other businesses such as television broadcasting,
gasoline distribution and environmental laboratories. Mr.
Considine received a
</TABLE>

B-1
<PAGE> 169

<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
B.A. from Harvard College, a J.D. from Harvard Law School
and is admitted as a member of the Massachusetts Bar.
Peter K. Kompaniez................... Mr. Kompaniez has been Vice Chairman and a director of AIMCO
since July 1994 and was appointed President of AIMCO in July
1997. Mr. Kompaniez has served as Vice President of AIMCO-GP
from July 1994 through July 1998 and was appointed President
in July 1998. Mr. Kompaniez has been a director of AIMCO-GP
since July 1994. Since September 1993, Mr. Kompaniez has
owned 75% of PDI Realty Enterprises, Inc., a Delaware
corporation ("PDI"), one of AIMCO's predecessors, and serves
as its President and Chief Executive Officer. From 1986 to
1993, he served as President and Chief Executive Officer of
Heron Financial Corporation ("HFC"), a United States holding
company for Heron International, N.V.'s real estate and
related assets. While at HFC, Mr. Kompaniez administered the
acquisition, development and disposition of approximately
8,150 apartment units (including 6,217 units that have been
acquired by the AIMCO) and 3.1 million square feet of
commercial real estate. Prior to joining HFC, Mr. Kompaniez
was a senior partner with the law firm of Loeb and Loeb
where he had extensive real estate and REIT experience. Mr.
Kompaniez received a B.A. from Yale College and a J.D. from
the University of California (Boalt Hall).
Thomas W. Toomey..................... Mr. Toomey has served as Senior Vice President -- Finance
and Administration of AIMCO since January 1996 and was
promoted to Executive Vice-President-Finance and
Administration in March 1997. Mr. Toomey has been Executive
Vice President -- Finance and Administration of AIMCO-GP
since July 1998. From 1990 until 1995, Mr. Toomey served in
a similar capacity with Lincoln Property Company ("LPC") as
well as Vice President/Senior Controller and Director of
Administrative Services of Lincoln Property Services where
he was responsible for LPC's computer systems, accounting,
tax, treasury services and benefits administration. From
1984 to 1990, he was an audit manager with Arthur Andersen &
Co. where he served real estate and banking clients. From
1981 to 1983, Mr. Toomey was on the audit staff of Kenneth
Leventhal & Company. Mr. Toomey received a B.S. in Business
Administration/Finance from Oregon State University and is a
Certified Public Accountant.
Joel F. Bonder....................... Mr. Bonder was appointed Executive Vice President and
General Counsel of AIMCO since December 8, 1997. Mr. Bonder
has been Executive Vice President and General Counsel of
AIMCO-GP since July 1998. Prior to joining AIMCO, Mr. Bonder
served as Senior Vice President and General Counsel of NHP
from April 1994 until December 1997. Mr. Bonder served as
Vice President and Deputy General Counsel of NHP from June
1991 to March 1994 and as Associate General Counsel of NHP
from 1986 to 1991. From 1983 to 1985, Mr. Bonder was with
the Washington, D.C. law firm of Lane & Edson, P.C. From
1979 to 1983, Mr. Bonder practiced with the Chicago law firm
of Ross and Hardies. Mr. Bonder received an A.B. from the
University of Rochester and a J.D. from Washington
University School of Law.
Patrick J. Foye...................... Mr. Foye has served as Executive Vice President of AIMCO and
AIMCO-GP since May 1998. Prior to joining AIMCO, Mr. Foye
was
</TABLE>

B-2
<PAGE> 170

<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
a partner in the law firm of Skadden, Arps, Slate, Meagher &
Flom LLP from 1989 to 1998 and was Managing Partner of the
firm's Brussels, Budapest and Moscow offices from 1992
through 1994. Mr. Foye is also Deputy Chairman of the Long
Island Power Authority and serves as a member of the New
York State Privatization Council. He received a B.A. from
Fordham College and a J.D. from Fordham University Law
School.
Paul J. McAuliffe.................... Mr. McAuliffe was appointed Executive Vice
President -- Capital Markets in February 1999. Prior to
joining AIMCO, Mr. McAuliffe was Senior Managing Director of
Secured Capital Corp and prior to that time had been a
Managing Director of Smith Barney, Inc. from 1993 to 1996,
where he was a key member of the underwriting team that led
AIMCO's initial public offering in 1994. Mr. McAuliffe was
also a Managing Director and head of the real estate group
at CS First Boston from 1990 to 1993 and he was a Principal
in the real estate group at Morgan Stanley & Co., Inc. from
1983 to 1990. Mr. McAuliffe received a B.A. from Columbia
College and an MBA from University of Virginia, Darden
School.
Robert Ty Howard..................... Mr. Howard has served as Executive Vice
President -- Ancillary Services since February 1998. Mr.
Howard was appointed Executive Vice President -- Ancillary
Services of AIMCO-GP in July 1998. Prior to joining AIMCO,
Mr. Howard served as an officer and/or director of four
affiliated companies, Hecco Ventures, Craig Corporation,
Reading Company and Decurion Corporation. Mr. Howard was
responsible for financing, mergers and acquisitions
activities, investments in commercial real estate, both
nationally and internationally, cinema development and
interest rate risk management. From 1983 to 1988, he was
employed by Spieker Properties. Mr. Howard received a B.A.
from Amherst College, a J.D. from Harvard Law School and an
M.B.A. from Stanford University Graduate School of Business.
Steven D. Ira........................ Mr. Ira is a Co-Founder of AIMCO and has served as Executive
Vice President of AIMCO since July 1994. Mr. Ira has been
Executive Vice President of AIMCO-GP since July 1998. From
1987 until July 1994, he served as President of PAM. Prior
to merging his firm with PAM in 1987, Mr. Ira acquired
extensive experience in property management. Between 1977
and 1981 he supervised the property management of over 3,000
apartment and mobile home units in Colorado, Michigan,
Pennsylvania and Florida, and in 1981 he joined with others
to form the property management firm of McDermott, Stein and
Ira. Mr. Ira served for several years on the National
Apartment Manager Accreditation Board and is a former
president of both the National Apartment Association and the
Colorado Apartment Association. Mr. Ira is the sixth
individual elected to the Hall of Fame of the National
Apartment Association in its 54-year history. He holds a
Certified Apartment Property Supervisor (CAPS) and a
Certified Apartment Manager designation from the National
Apartment Association, a Certified Property Manager (CPM)
designation from the National Institute of Real Estate
Management (IREM) and he is a member of the Board of
Directors of the National Multi-Housing Council, the
National Apartment Association
</TABLE>

B-3
<PAGE> 171

<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
and the Apartment Association of Metro Denver. Mr. Ira
received a B.S. from Metropolitan State College in 1975.
Harry G. Alcock...................... Mr. Alcock has served as Vice President of AIMCO and
AIMCO-GP since July 1996, and was promoted to Senior Vice
President -- Acquisitions in October 1997, with
responsibility for acquisition and financing activities
since July 1994. From June 1992 until July 1994, Mr. Alcock
served as Senior Financial Analyst for PDI and HFC. From
1988 to 1992, Mr. Alcock worked for Larwin Development
Corp., a Los Angeles based real estate developer, with
responsibility for raising debt and joint venture equity to
fund land acquisitions and development. From 1987 to 1988,
Mr. Alcock worked for Ford Aerospace Corp. He received his
B.S. from San Jose State University.
Troy D. Butts........................ Mr. Butts has served as Senior Vice President and Chief
Financial Officer of AIMCO since November 1997. Mr. Butts
has been Senior Vice President and Chief Financial Officer
of AIMCO-GP since July 1998. Prior to joining AIMCO, Mr.
Butts served as a Senior Manager in the audit practice of
the Real Estate Services Group for Arthur Andersen LLP in
Dallas, Texas. Mr. Butts was employed by Arthur Andersen LLP
for ten years and his clients were primarily publicly-held
real estate companies, including office and multi-family
real estate investment trusts. Mr. Butts holds a Bachelor of
Business Administration degree in Accounting from Angelo
State University and is a Certified Public Accountant.
Richard S. Ellwood................... Mr. Ellwood was appointed a Director of AIMCO in July 1994
12 Auldwood Lane and is currently Chairman of the Audit Committee. Mr.
Rumson, NJ 07660 Ellwood is the founder and President of R.S. Ellwood & Co.,
Incorporated, a real estate investment banking firm. Prior
to forming R.S. Ellwood & Co., Incorporated in 1987, Mr.
Ellwood had 31 years experience on Wall Street as an
investment banker, serving as: Managing Director and senior
banker at Merrill Lynch Capital Markets from 1984 to 1987;
Managing Director at Warburg Paribas Becker from 1978 to
1984; general partner and then Senior Vice President and a
director at White, Weld & Co. from 1968 to 1978; and in
various capacities at J.P. Morgan & Co. from 1955 to 1968.
Mr. Ellwood currently serves as a director of FelCor Suite
Hotels, Inc. and Florida East Coast Industries, Inc.
J. Landis Martin..................... Mr. Martin was appointed a Director of AIMCO in July 1994
199 Broadway and became Chairman of the Compensation Committee in March
Suite 4300 1998. Mr. Martin has served as President and Chief Executive
Denver, CO 80202 Officer and a Director of NL Industries, Inc., a
manufacturer of titanium dioxide, since 1987. Mr. Martin has
served as Chairman of Tremont Corporation, a holding company
operating through its affiliates Titanium Metals Corporation
("TIMET") and NL Industries, Inc., since 1990 and as Chief
Executive Officer and a director of Tremont since 1998. Mr.
Martin has served as Chairman of Timet, an integrated
producer of titanium, since 1987 and Chief Executive Officer
since January 1995. From 1990 until its acquisition by
Dresser Industries, Inc. ("Dresser") in 1994, Mr. Martin
served as Chairman of the Board and Chief Executive Officer
of Baroid Corporation, an oilfield services company. In
addition to Tremont, NL and TIMET,
</TABLE>

B-4
<PAGE> 172

<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATIONS FOR THE LAST FIVE YEARS
---- ---------------------------------------------
<S> <C>
Mr. Martin is a director of Dresser, which is engaged in the
petroleum services, hydrocarbon and engineering industries.
Timothy R. Garrick................... Mr. Garrick has been Vice President -- Accounting of the
general partner and AIMCO since October 1, 1998. Prior to
that date, Mr. Garrick served as Vice
President -- Accounting Services of Insignia Financial Group
from June 1997 until October 1998. From 1992 until June of
1997, Mr. Garrick served as Vice President of Partnership
Accounting for Insignia Financial Group. From 1987 to 1990,
Mr. Garrick served as Investment Advisor for U.S. Shelter
Corporation. From 1984 to 1987, Mr. Garrick served as
Partnership Investment Analyst for U.S. Shelter Corporation.
From 1979 to 1984, Mr. Garrick worked on the audit staff of
Ernst & Whinney. Mr. Garrick received his B.S. Degree from
the University of South Carolina in 1979 and is a certified
public accountant.
Thomas L. Rhodes..................... Mr. Rhodes was appointed a Director of AIMCO in July 1994.
215 Lexington Avenue Mr. Rhodes has served as the President and a Director of
4th Floor National Review magazine since November 30, 1992, where he
New York, NY 10016 has also served as a Director since 1998. From 1976 to 1992
, he held various positions at Goldman, Sachs & Co. and was
elected a General Partner in 1986 and served as a General
Partner from 1987 until November 27, 1992. He is currently
Co-Chairman of the Board , Co-Chief Executive Officer and a
Director of Commercial Assets Inc. and Asset Investors
Corporation. He also serves as a Director of Delphi
Financial Group, Inc. and its subsidiaries, Delphi
International Ltd., Oracle Reinsurance Company, and the
Lynde and Harry Bradley Foundation. Mr. Rhodes is Chairman
of the Empire Foundation for Policy Research, a Founder and
Trustee of Change NY, a Trustee of The Heritage Foundation,
and a Trustee of the Manhattan Institute.
John D. Smith........................ Mr. Smith was appointed a Director of AIMCO in November
3400 Peachtree Road 1994. Mr. Smith is Principal and President of John D. Smith
Suite 831 Developments. Mr. Smith has been a shopping center
Atlanta, GA 30326 developer, owner and consultant for over 8.6 million square
feet of shopping center projects including Lenox Square in
Atlanta, Georgia. Mr. Smith is a Trustee and former
President of the International Council of Shop ping Centers
and was selected to be a member of the American Society of
Real Estate Counselors. Mr. Smith served as a Director for
Pan-American Properties, Inc. (National Coal Board of Great
Britain) formerly known as Continental Illinois Properties.
He also serves as a director of American Fidelity Assurance
Companies and is retained as an advisor by Shop System Study
Society, Tokyo, Japan.
</TABLE>

B-5
<PAGE> 173

Questions and requests for assistance or for additional copies of this
Prospectus Supplement and the Letter of Transmittal may be directed to the
Information Agent at its telephone number and address listed below. You may also
contact your broker, dealer, bank, trust company or other nominee for assistance
concerning the Offer.

The Information Agent for the offer is:

RIVER OAKS PARTNERSHIP SERVICES, INC.

<TABLE>
<S> <C> <C>
By Mail: By Overnight Courier: By Hand:
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
Attn.: Reorganization Dept. Attn.: Reorganization Dept.
</TABLE>

By Telephone:

TOLL FREE (888) 349-2005

(201) 896-1900

By Fax:

(201) 896-0910

<PAGE> 1

LETTER OF TRANSMITTAL

TO TENDER UNITS OF LIMITED PARTNERSHIP INTEREST

FOUR QUARTERS HABITAT APARTMENTS ASSOCIATES, LTD.

PURSUANT TO AN OFFER

DATED MARCH 31, 1999

AIMCO PROPERTIES, L.P.
---------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON JUNE 4, 1999, UNLESS EXTENDED.

---------------------

The Information Agent for the offer is:

RIVER OAKS PARTNERSHIP SERVICES, INC.

By Telephone:

Toll Free (888) 349-2005

or
(201) 896-1900

By Fax:
(201) 896-0910

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF UNITS TENDERED
- ------------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF
REGISTERED HOLDER(S)
(PLEASE INDICATE CHANGES OR NUMBER OF UNITS TENDERED
CORRECTIONS TO THE NAME, (ATTACH ADDITIONAL LIST, IF NECESSARY)
ADDRESS AND
TAX IDENTIFICATION NUMBER
PRINTED BELOW.)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2. NUMBER 3. NUMBER
OF UNITS OF UNITS 4. NUMBER
1. TOTAL TENDERED TENDERED OF UNITS 5. TOTAL
NUMBER OF FOR FOR TENDERED NUMBER
UNITS PREFERRED COMMON FOR OF UNITS
OWNED OP UNITS OP UNITS CASH TENDERED
(#) (#) (#) (#) (#)
------------------------------------------------------

------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 2

To participate in the offer and receive either cash, Partnership Common
Units ("Common OP Units") of AIMCO Properties, L.P. (the "Purchaser") or Class
Two Partnership Preferred Units ("Preferred OP Units") of the Purchaser, you
must send a duly completed and executed copy of this Letter of Transmittal and
any other documents required by this Letter of Transmittal so that such
documents are received by River Oaks Partnership Services, Inc., the Information
Agent, on or prior to June 4, 1999 (the "Expiration Date"). THE METHOD OF
DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT
YOUR OPTION AND RISK AND, DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE INFORMATION AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY. DELIVERY OF THIS LETTER OF TRANSMITTAL OR ANY
OTHER REQUIRED DOCUMENTS TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE VALID DELIVERY.

FOR INFORMATION OR ASSISTANCE IN CONNECTION WITH THE OFFER OR THE
COMPLETION OF THIS LETTER OF TRANSMITTAL, PLEASE CONTACT THE INFORMATION AGENT
AT (888) 349-2005 (TOLL FREE) OR (201) 896-1900.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4 AND 9)

To be completed ONLY if the consideration for the purchase price of Units
accepted for payment is to be issued in the name of someone other than the
undersigned.

[ ] Issue consideration to:

Name: ------------------------------------------

(Please Type or Print)

Address: ---------------------------------------

- ------------------------------------------------

- ------------------------------------------------
(Include Zip Code)

- ------------------------------------------------
(Tax Identification or Social Security No.)
(See Substitute Form W-9)

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4 AND 9)

To be completed ONLY if the consideration for the purchase price of Units
accepted for payment is to be sent to someone other than the undersigned or to
the undersigned at an address other than that shown above.

[ ] Mail consideration to:

Name: ------------------------------------------

(Please Type or Print)

Address: ---------------------------------------

- ------------------------------------------------

- ------------------------------------------------
(Include Zip Code)

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
<PAGE> 3

Ladies and Gentlemen:

The undersigned (the "Limited Partner") hereby acknowledges that he or she
has received and reviewed (i) the Apartment Investment and Management Company
and AIMCO Properties, L.P. Prospectus, dated March 26, 1999, as supplemented or
amended from time to time, (ii) the Purchaser's Prospectus Supplement, dated
March 31, 1999, which describes the exchange offer, as supplemented or amended
from time to time, and (iii) this Letter of Transmittal, including the
Instructions hereto, as it may be supplemented or amended from time to time (the
"Letter of Transmittal"). (all constituting the "Offer").

Upon the terms and subject to the conditions set forth in the Offer, the
undersigned hereby tenders to the Purchaser the units of limited partnership
interest ("Units") in Four Quarters Habitat Apartments Associates, Ltd., a
Florida limited partnership (the "Partnership"), set forth in the box above
entitled "Description of Units Tendered" under the column entitled "Total Number
of Units Tendered." For each Unit that you tender, you may choose to receive as
consideration per Unit (the "Offer Price") any combination of 603.75 Class Two
Partnership Preferred Units ("Preferred OP Units"), 401.25 Partnership Common
Units ("Common OP Units") or $15,090 in cash, reduced in each case for the
amount of distributions, if any, made by the Partnership from the date the Offer
commences (the "Offer Date") until the Expiration Date. The number of Units you
choose to tender for each type of consideration will be set forth by you in the
box above entitled "Description of Units Tendered" under the columns entitled
"Number of Units Tendered for Preferred OP Units," "Number of Units Tendered for
Common OP Units," and "Number of Units Tendered for Cash." ALL HOLDERS OF UNITS
WHO DO NOT SPECIFY WHICH TYPE OF CONSIDERATION THEY WISH TO RECEIVE WILL BE
DEEMED TO HAVE ELECTED TO RECEIVE PREFERRED OP UNITS.

Subject to and effective upon payment of any of the Units tendered hereby
in accordance with the terms of the Offer, the undersigned hereby irrevocably
sells, assigns, transfers, conveys and delivers to, or upon the order of, the
Purchaser all right, title and interest in and to such Units tendered hereby
that are accepted for payment pursuant to the Offer, including, without
limitation, (i) all of the undersigned's interest in the capital of the
Partnership, and the undersigned's interest in all profits, losses and
distributions of any kind to which the undersigned shall at any time be entitled
in respect of the Units; (ii) all other payments, if any, due or to become due
to the undersigned in respect of the Units, under or arising out of the
Partnership Agreement, whether as contractual obligations, damages, insurance
proceeds, condemnation awards or otherwise; (iii) all of the undersigned's
claims, rights, powers, privileges, authority, options, security interests,
liens and remedies, if any, under or arising out of the Partnership Agreement or
the undersigned's ownership of the Units, including, without limitation, all
voting rights, rights of first offer, first refusal or similar rights, and
rights to be substituted as a limited partner of the Partnership; and (iv) all
present and future claims, if any, of the undersigned against the Partnership,
the other partners of the Partnership, or the general partner and its
affiliates, including the Purchaser, under or arising out of the Partnership
Agreement, the undersigned's status as a limited partner, or the terms or
conditions of the Offer, for monies loaned or advanced, for services rendered,
for the management of the Partnership or otherwise.

The undersigned hereby irrevocably constitutes and appoints the Purchaser
and any designees of the Purchaser as the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Units, with full power
of substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to vote or act in such manner as any such attorney
and proxy or substitute shall, in its sole discretion, deem proper with respect
to such Units, to do all such acts and things necessary or expedient to deliver
such Units and transfer ownership of such Units on the partnership books
maintained by the general partner of the Partnership, together with all
accompanying evidence of transfer and authenticity to, or upon the order of, the
Purchaser, to sign any and all documents necessary to authorize the transfer of
the Units to the Purchaser including, without limitation, the "Transferor's
(Seller's) Application for Transfer" created by the National Association of
Securities Dealers, Inc., if required, and upon receipt by the Information Agent
(as the undersigned's agent) of the offer price, to become a substitute limited
partner, to receive any and all distributions made by the Partnership from and
after the expiration date of the offer (regardless of the record date for any
such distribution), and to receive all benefits and otherwise exercise all
rights of beneficial ownership of such Units all in accordance with the terms of
the Offer. This appointment is effective upon the purchase of the Units by the
Purchaser as provided in the Offer. Upon the purchase of Units pursuant to the
Offer, all prior proxies and consents given by the undersigned with respect to
such Units will be revoked and no subsequent proxies or consents may be given
(and if given will not be deemed effective).

In addition to and without limiting the generality of the foregoing, the
undersigned hereby irrevocably (i) requests and authorizes (subject to and
effective upon acceptance for payment of any Unit tendered hereby) the
Partnership and general partner to take any and all actions as may be required
to effect the transfer of the undersigned's Units to the Purchaser (or its
designee) and to admit the Purchaser as a
<PAGE> 4

substitute limited partner in the Partnership under the terms of the Partnership
Agreement; (ii) empowers the Purchaser and its agent to execute and deliver to
the general partner a change of address form instructing the general partner to
send any and all future distributions to the address specified in the form, and
to endorse any check payable to or upon the order of such Limited Partner
representing a distribution to which the Purchaser is entitled to the terms of
the offer, in each case in the name and on behalf of the tendering Limited
Partner; and (iii) agrees not to exercise any rights pertaining to the Units
without the prior consent of the Purchaser.

NOTWITHSTANDING ANY PROVISION IN THE PARTNERSHIP AGREEMENT TO THE CONTRARY,
THE UNDERSIGNED HEREBY DIRECTS THE GENERAL PARTNER OF THE PARTNERSHIP TO MAKE
ALL DISTRIBUTIONS AFTER THE PURCHASER ACCEPTS THE TENDERED UNITS FOR PAYMENT TO
THE PURCHASER OR ITS DESIGNEE. Subject to and effective upon acceptance for
payment of any Unit tendered hereby, the undersigned hereby requests that the
Purchaser be admitted to each Partnership as a substitute limited partner under
the terms of its Partnership Agreement. Upon request, the undersigned will
execute and deliver additional documents deemed by the Information Agent or the
Purchaser to be necessary or desirable to complete the assignment, transfer and
purchase of Units tendered hereby and will hold any distributions received from
the Partnership after the Expiration Date in trust for the benefit of the
Purchaser and, if necessary, will promptly forward to the Purchaser any such
distributions immediately upon receipt. The Purchaser reserves the right to
transfer or assign, in whole or in part, from time to time, to one or more of
its affiliates, the right to purchase Units tendered pursuant to the Offer, but
any such transfer or assignment will not relieve the Purchaser of its
obligations under the Offer or prejudice the rights of tendering limited
partners to receive payment for Units validly tendered and accepted for payment
pursuant to the Offer.

By executing this Letter of Transmittal, the undersigned represents that
either (i) the undersigned is not a plan subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code"), or an entity deemed
to hold "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101 of any
such plan, or (ii) the tender and acceptance of Units pursuant to the Offer will
not result in a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code.

The undersigned understands that a tender of Units to the Purchaser will
constitute a binding agreement between the undersigned and the Purchaser upon
the terms and subject to the conditions of the Offer. The undersigned recognizes
that under certain circumstances set forth in the Offer, the Purchaser may not
be required to accept for payment any of the Units tendered hereby. In such
event, the undersigned understands that any Letter of Transmittal for Units not
accepted for payment may be destroyed by the Purchaser (or its agent). UNITS
TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THEIR
ACCEPTANCE FOR PAYMENT AS PROVIDED IN THE OFFER.

THE UNDERSIGNED HAS BEEN ADVISED THAT THE PURCHASER IS AN AFFILIATE OF THE
GENERAL PARTNER OF THE PARTNERSHIP AND THE GENERAL PARTNER OF THE PARTNERSHIP
MAKES NO RECOMMENDATION TO THE UNDERSIGNED AS TO WHETHER TO TENDER OR TO REFRAIN
FROM TENDERING UNITS IN THE OFFER AND THE UNDERSIGNED HAS MADE HIS OR HER OWN
DECISION TO TENDER UNITS.

The undersigned hereby represents and warrants for the benefit of the
Partnership and the Purchaser that the undersigned owns the Units tendered
hereby and has full power and authority and has taken all necessary action to
validly tender, sell, assign, transfer, convey and deliver the Units tendered
hereby and that when the same are accepted for payment by the Purchaser, the
Purchaser will acquire good, marketable and unencumbered title thereto, free and
clear of all liens, restrictions, charges, encumbrances, conditional sales
agreements or other obligations relating to the sale or transfer thereof, and
such Units will not be subject to any adverse claims and that the transfer and
assignment contemplated herein are in compliance with all applicable laws and
regulations.

All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligations of the undersigned
shall be binding upon the heirs, personal representatives, trustees in
bankruptcy, legal representatives, and successors and assigns of the
undersigned.

The undersigned, if he is accepting the Offer for OP Units, hereby
acknowledges that he has reviewed the Third Amended and Restated Agreement of
Limited Partnership (the "Partnership Agreement") attached as Appendix B to the
Prospectus, and hereby accepts admission to the Partnership as an Additional
Limited Partner and agrees to be bound by all of the provisions of the
Partnership Agreement, which is incorporated herein by reference, including,
without limitation, the power of attorney set forth in Section 2.4 of the
Partnership Agreement.

<PAGE> 5

SIGNATURE BOX
(SEE INSTRUCTION 2)

Please sign exactly as your name is printed on the front of this Letter of
Transmittal. For joint owners, each joint owner must sign. (See Instruction 2).

TRUSTEES, EXECUTORS, ADMINISTRATORS, GUARDIANS, ATTORNEYS-IN-FACT, OFFICERS
OF A CORPORATION OR OTHER PERSONS ACTING IN A FIDUCIARY OR REPRESENTATIVE
CAPACITY, PLEASE COMPLETE THIS BOX AND SEE INSTRUCTION 2.

The signatory hereto hereby tenders the Units indicated in this Letter of
Transmittal to the Purchaser pursuant to the terms of the Offers, and certifies
under penalties of perjury that the statements in Box A, Box B and, if
applicable, Box C are true.

X ------------------------------------------------------------------------------
(SIGNATURE OF OWNER)

X ------------------------------------------------------------------------------
(SIGNATURE OF JOINT OWNER)

Name and Capacity (if other than individuals): ---------------------------------

Title: -------------------------------------------------------------------------

Address: -----------------------------------------------------------------------

- --------------------------------------------------------------------------------
(CITY) (STATE) (ZIP)

Area Code and Telephone No. (Day): ---------------------------------------------

(Evening): --------------------------------------------------

SIGNATURE GUARANTEE
(IF REQUIRED)
(SEE INSTRUCTION 2)

Name and Address of Eligible Institution: --------------------------------------

- --------------------------------------------------------------------------------

Authorized Signature: X --------------------------------------------------------

Name: --------------------------------------------------------------------------

Title: ---------------------------- Date: ---------------------------, 1999
<PAGE> 6

TAX CERTIFICATIONS

(SEE INSTRUCTION 5)

By signing the Letter of Transmittal in the Signature Box, the Limited
Partner certifies as true under penalty of perjury, the representations in Boxes
A, B and C below. Please refer to the attached Instructions for completing this
Letter of Transmittal and Boxes A, B and C below.

BOX A
SUBSTITUTE FORM W-9

(SEE INSTRUCTION 5 -- BOX A)

The Limited Partner hereby certifies the following to the Purchaser under
penalties of perjury:

(i) The Taxpayer Identification No. ("TIN") printed (or corrected) on the
front of this Letter of Transmittal is the correct TIN of the Limited Partner,
unless the Units are held in an Individual Retirement Account (IRA); or if this
box [ ] is checked, the Limited Partner has applied for a TIN. If the Limited
Partner has applied for a TIN, a TIN has not been issued to the Limited Partner,
and either (a) the Limited Partner has mailed or delivered an application to
receive a TIN to the appropriate IRS Center or Social Security Administration
Office, or (b) the Limited Partner intends to mail or deliver an application in
the near future (it being understood that if the Limited Partner does not
provide a TIN to the Purchaser, 31% of all reportable payments made to the
Limited Partner will be withheld); and

(ii) Unless this box [ ] is checked, the Limited Partner is not subject to
backup withholding either because the Limited Partner: (a) is exempt from backup
withholding; (b) has not been notified by the IRS that the Limited Partner is
subject to backup withholding as a result of a failure to report all interest or
dividends; or (c) has been notified by the IRS that such Limited Partner is no
longer subject to backup withholding.

Note: Place an "X" in the box in (ii) above, only if you are unable to certify
that the Limited Partner is not subject to backup withholding.
<PAGE> 7

BOX B
FIRPTA AFFIDAVIT

(SEE INSTRUCTION 5 -- BOX B)

Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of an interest in a partnership if
50% or more of the value of its gross assets consists of U.S. real property
interests and 90% or more of the value of its gross assets consists of U.S. real
property interests plus cash equivalents, and the holder of the partnership
interest is a foreign person. To inform the Purchaser that no withholding is
required with respect to the Limited Partner's Units in the Partnership, the
person signing this Letter of Transmittal hereby certifies the following under
penalties of perjury:

(i) Unless this box [ ] is checked, the Limited Partner, if an individual,
is a U.S. citizen or a resident alien for purposes of U.S. income taxation, and
if other than an individual, is not a foreign corporation, foreign partnership,
foreign estate or foreign trust (as those terms are defined in the Internal
Revenue Code and Income Tax Regulations);

(ii) The Limited Partner's U.S. social security number (for individuals) or
employer identification number (for non-individuals) is correct as furnished in
the blank provided for that purpose on the front of the Letter of Transmittal;

(iii) The Limited Partner's home address (for individuals), or office
address (for non-individuals), is correctly printed (or corrected) on the front
of this Letter of Transmittal.

The person signing this Letter of Transmittal understands that this
certification may be disclosed to the IRS by the Purchaser and that any false
statements contained herein could be punished by fine, imprisonment, or both.

(SEE BOX C ON REVERSE SIDE)
<PAGE> 8

BOX C
SUBSTITUTE FORM W-8

(SEE INSTRUCTION 5 -- BOX C)

By checking this box [ ], the person signing this Letter of Transmittal
hereby certifies under penalties of perjury that the Limited Partner is an
"exempt foreign person" for purposes of the Backup Withholding rules under the
U.S. Federal income tax laws, because the Limited Partner has the following
characteristics:

(i) Is a nonresident alien individual or a foreign corporation,
partnership, estate or trust;

(ii) If an individual, has not been and plans not to be present in the U.S.
for a total of 183 days or more during the calendar year; and

(iii) Neither engages, nor plans to engage, in a U.S. trade or business
that has effectively connected gains from transactions with a broker or barter
exchange.
<PAGE> 9

INSTRUCTIONS
FOR COMPLETING LETTER OF TRANSMITTAL

1. REQUIREMENTS OF TENDER. To be effective, a duly completed and signed Letter
of Transmittal (or facsimile thereof) and any other required documents must
be received by the Information Agent at one of its addresses (or its
facsimile number) set forth herein before 5:00 p.m., New York City Time, on
June 4, 1999, unless extended. To ensure receipt of the Letter of
Transmittal and any other required documents, it is suggested that you use
overnight courier delivery or, if the Letter of Transmittal and any other
required documents are to be delivered by United States mail, that you use
certified or registered mail, return receipt requested. WHERE NO DEFINITIVE
INDICATION IS MARKED IN THE BOX ENTITLED "DESCRIPTION OF UNITS TENDERED"
UNDER THE COLUMNS ENTITLED "NUMBER OF UNITS TENDERED FOR PREFERRED OP
UNITS," "NUMBER OF UNITS TENDERED FOR COMMON OP UNITS," AND "NUMBER OF
UNITS TENDERED FOR CASH," LETTERS OF TRANSMITTAL THAT HAVE BEEN DULY
EXECUTED SHALL BE DEEMED TO HAVE TENDERED ALL UNITS FOR PREFERRED OP UNITS
PURSUANT TO THE OFFER. UNLESS OTHERWISE INDICATED, ALL UNITS LISTED AS
OWNED WILL BE DEEMED TO HAVE BEEN ENTERED PURSUANT TO THE OFFER.

WHEN TENDERING BY FACSIMILE, PLEASE TRANSMIT ALL PAGES OF THE LETTER OF
TRANSMITTAL, INCLUDING TAX CERTIFICATIONS (BOXES A, B AND C).

THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING LIMITED PARTNER AND
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION
AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY
DELIVERY.

2.SIGNATURE REQUIREMENTS.

INDIVIDUAL AND JOINT OWNERS -- After carefully reading and completing the
Letter of Transmittal, to tender Units, Limited Partners must sign at the
"X" in the Signature Box of the Letter of Transmittal. The signature(s) must
correspond exactly with the names printed (or corrected) on the front of the
Letter of Transmittal. If the Letter of Transmittal is signed by the Limited
Partner (or beneficial owner in the case of an IRA), no signature guarantee
on the Letter of Transmittal is required. If any tendered Units are
registered in the names of two or more joint owners, all such owners must
sign this Letter of Transmittal.

IRA'S/ELIGIBLE INSTITUTIONS -- For Units held in an IRA account, the
beneficial owner should sign in the Signature Box and no signature guarantee
is required. Similarly, if Units are tendered for the account of a member
firm of a registered national security exchange, a member firm of the
National Association of Securities Dealers, Inc. or a commercial bank,
savings bank, credit union, savings and loan association or trust company
having an office, branch or agency in the United States (each an "Eligible
Institution"), no signature guarantee is required.

TRUSTEES, CORPORATIONS, PARTNERSHIPS AND FIDUCIARIES -- Trustees,
executors, administrators, guardians, attorneys-in-fact, officers of a
corporation, authorized partners of a partnership or other persons acting in
a fiduciary or representative capacity must sign at the "X" in the Signature
Box and have their signatures guaranteed by an Eligible Institution by
completing the signature guarantee set forth in the Signature Box of the
Letter of Transmittal. If the Letter of Transmittal is signed by trustees,
administrators, guardians, attorneys-in-fact, officers of a corporation,
authorized partners of a partnership or others acting in a fiduciary or
representative capacity, such persons should, in addition to having their
signatures guaranteed, indicate their title in the Signature Box and must
submit proper evidence satisfactory to the Purchaser of their authority to
so act (see Instruction 3 below).

3. DOCUMENTATION REQUIREMENTS. In addition to the information required to be
completed on the Letter of Transmittal, additional documentation may be
required by the Purchaser under certain circumstances including, but not
limited to, those listed below. Questions on documentation should be
directed to the Information Agent at its telephone number set forth herein.

DECEASED OWNER (JOINT TENANT) -- Copy of death certificate.
<PAGE> 10

DECEASED OWNER (OTHERS) -- Copy of death certificate (see also
Executor/Administrator/Guardian below).
EXECUTOR/ADMINISTRATOR/GUARDIAN -- Copy of court appointment documents for
executor or administrator; and (a) a copy of applicable provisions of the
will (title page, executor(s)' powers, asset distribution); or (b) estate
distribution documents.
ATTORNEY-IN-FACT -- Current power of attorney.
CORPORATION/PARTNERSHIP -- Corporate resolution(s) or other evidence of
authority to act. Partnership should furnish copy of the partnership
agreement.
TRUST/PENSION PLANS -- Unless the trustee(s) are named in the registration,
a copy of the cover page of the trust or pension plan, along with a copy of
the section(s) setting forth names and powers of trustee(s) and any
amendments to such sections or appointment of successor trustee(s).

4. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If consideration is to be issued
in the name of a person other than the person signing the Signature Box of
the Letter of Transmittal or if consideration is to be sent to someone
other than such signer or to an address other than that set forth on the
Letter of Transmittal in the box entitled "Description of Units Tendered,"
the appropriate boxes on the Letter of Transmittal should be completed.

5. TAX CERTIFICATIONS. The Limited Partner(s) tendering Units to the Purchaser
pursuant to the Offer must furnish the Purchaser with the Limited Partner's
taxpayer identification number ("TIN") and certify as true, under penalties
of perjury, the representations in Box A, Box B and, if applicable, Box C.
By signing the Signature Box, the Limited Partner(s) certifies that the TIN
as printed (or corrected) on this Letter of Transmittal in the box entitled
"Description of Units Tendered" and the representations made in Box A, Box
B and, if applicable, Box C, are correct. See attached Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
guidance in determining the proper TIN to give the Purchaser.

U.S. PERSONS. A limited partner that is a U.S. citizen or a resident alien
individual, a domestic corporation, a domestic partnership, a domestic
trust or a domestic estate (collectively, "U.S. Persons"), as those terms
are defined in the Code, should follow the instructions below with respect
to certifying Box A and Box B.

BOX A -- SUBSTITUTE FORM W-9.

Part (i), Taxpayer Identification Number -- Tendering limited partners must
certify to the Purchaser that the TIN as printed (or corrected) on this
Letter of Transmittal in the box entitled "Description of Units Tendered"
is correct. If a correct TIN is not provided, penalties may be imposed by
the Internal Revenue Service (the "IRS"), in addition to the limited
partner being subject to backup withholding.

Part (ii), Backup Withholding -- In order to avoid 31% Federal income tax
backup withholding, the tendering limited partner must certify, under
penalties of perjury, that such limited partner is not subject to backup
withholding. Certain limited partners (including, among others, all
corporations and certain exempt non-profit organizations) are not subject
to backup withholding. Backup withholding is not an additional tax. If
withholding results in an overpayment of taxes, a refund may be obtained
from the IRS. DO NOT CHECK THE BOX IN BOX A, PART (II), UNLESS YOU HAVE
BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING.

When determining the TIN to be furnished, please refer to the following as
a guide:

Individual accounts -- should reflect owner's TIN.
Joint accounts -- should reflect the TIN of the owner whose name appears
first.
Trust accounts -- should reflect the TIN assigned to the trust.
IRA custodial accounts -- should reflect the TIN of the custodian (not
necessary to provide). Custodial accounts for the benefit of
minors -- should reflect the TIN of the minor. Corporations, partnership or
other business entities -- should reflect the TIN assigned to that entity.

By signing the Signature Box, the limited partner(s) certifies that the TIN
as printed (or corrected) on the front of the Letter of Transmittal is
correct.
<PAGE> 11

BOX B -- FIRPTA AFFIDAVIT -- Section 1445 of the Code requires that each
limited partner transferring interests in a partnership with real estate
assets meeting certain criteria certify under penalty of perjury the
representations made in Box B, or be subject to withholding of tax equal to
10% of the purchase price \for interests purchased. Tax withheld under
Section 1445 of the Code is not an additional tax. If withholding results
in an overpayment of tax, a refund may be obtained from the IRS. PART (I)
SHOULD BE CHECKED ONLY IF THE TENDERING LIMITED PARTNER IS NOT A U.S.
PERSON, AS DESCRIBED THEREIN.

BOX C -- FOREIGN PERSONS -- In order for a tendering Limited Partner who is
a Foreign Person (i.e., not a U.S. Person, as defined above) to qualify as
exempt from 31% backup withholding, such foreign Limited Partner must
certify, under penalties of perjury, the statement in Box C of this Letter
of Transmittal, attesting to that Foreign Person's status by checking the
box preceding such statement. UNLESS THE BOX IS CHECKED, SUCH LIMITED
PARTNER WILL BE SUBJECT TO 31% WITHHOLDING OF TAX.

6. CONDITIONAL TENDERS. No alternative, conditional or contingent tenders will
be accepted.

7. VALIDITY OF LETTER OF TRANSMITTAL. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of a Letter of
Transmittal and other required documents will be determined by the
Purchaser and such determination will be final and binding. The Purchaser's
interpretation of the terms and conditions of the Offer (including these
Instructions for this Letter of Transmittal) will be final and binding. The
Purchaser will have the right to waive any irregularities or conditions as
to the manner of tendering. Any irregularities in connection with tenders,
unless waived, must be cured within such time as the Purchaser shall
determine. This Letter of Transmittal will not be valid until any
irregularities have been cured or waived. Neither the Purchaser nor the
Information Agent are under any duty to give notification of defects in a
Letter of Transmittal and will incur no liability for failure to give such
notification.

8. ASSIGNEE STATUS. Assignees must provide documentation to the Information
Agent which demonstrates, to the satisfaction of the Purchaser, such
person's status as an assignee.

9. TRANSFER TAXES. The amount of any transfer taxes (whether imposed on the
registered holder or any person other than the person signing the Letter of
Transmittal) payable on account of the transfer to such person will be
deducted from the purchase price unless satisfactory evidence of the
payment of such taxes or exemption therefrom is submitted.

10. TENDERING UNITS. A limited partner may tender any or all of his, her or its
Units.

11. CONDITIONAL TENDERS. No alternative, conditional or contingent tenders will
be accepted.
<PAGE> 12

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. -- Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e. 00-0000000. The table below will help determine the number
to give the payer.

<TABLE>
<CAPTION>
- --------------------------------------------------------- ---------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE FOR THIS TYPE OF ACCOUNT: GIVE THE
TAXPAYER TAXPAYER
IDENTIFICATION IDENTIFICATION
- --------------------------------------------------------- ---------------------------------------------------------
<C> <S> <C> <C> <C> <C>
1. An individual account The individual
2. Two or more individuals The actual owner of
(joint account) the account or, if
combined funds, the
first individual on
the account
3. Husband and wife (joint The actual owner of
account) the account or, if
joint funds, either
person
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint The adult or, if the
account) minor is the only
contributor, the
minor(1)
6. Account in the name of The ward, minor, or
guardian or committee for a incompetent person(3)
designated ward, minor, or
incompetent person(3)
7. a The usual revocable The grantor trustee(1)
savings trust account
(grantor is also trustee)
b So-called trust account The actual owner(1)
that is not a legal or
valid trust under state
law
8. Sole proprietorship account The owner(4)
9. A valid trust, estate or The legal entity (Do
pension trust not furnish the
identifying number of
the personal
representative or
trustee unless the
legal entity itself is
not designated in the
account title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization
account
12. Partnership account held in The partnership
the name of the business
13. Association, club, or other The organization
tax-exempt organization
14. A broker or registered The broker or nominee
nominee
15. Account with the Department The public entity
of Agriculture in the name
of a public entity (such as
a State or local government,
school district, or prison)
that receives agricultural
program payments
</TABLE>

- -------------------------------------- --------------------------------------

(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's or incompetent person's name and furnish such person's
social security number or employer identification number.
(4) Show your individual name. You may also enter your business name. You may
use your social security number or employer identification number.
(5) List first and circle the name of the legal trust, estate, or pension trust.

NOTE:If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE> 13

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

PAGE 2

OBTAINING A NUMBER

If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments include the
following:

- A corporation.

- A financial institution.

- An organization exempt from tax under section 501(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), or an individual retirement plan.

- The United States or any agency or instrumentality thereof.

- A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.

- A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.

- An international organization or any agency, or instrumentality thereof.

- A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.

- A real estate investment trust.

- A common trust fund operated by a bank under section 584(a) of the Code.

- An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).

- An entity registered at all times under the Investment Company Act of 1940.

- A foreign central bank of issue.

- A futures commission merchant registered with the Commodity Futures Trading
Commission.

Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:

- Payments to nonresident aliens subject to withholding under section 1441 of
the Code.

- Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.

- Payments of patronage dividends where the amount received is not paid in
money.

- Payments made by certain foreign organizations.

- Payments made to an appropriate nominee.

- Section 404(k) payments made by an ESOP.

Payments of interest not generally subject to backup withholding include the
following:

- Payments of interest on obligations issued by individuals.

Note: You may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.

- Payments of tax-exempt interest (including exempt interest dividends under
section 852 of the Code).

- Payments described in section 6049(b)(5) to nonresident aliens.

- Payments on tax-free covenant bonds under section 1451 of the Code.

- Payments made by certain foreign organizations.

- Payments of mortgage interest to you.

- Payments made to an appropriate nominee.

Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT
SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED INTERNAL REVENUE FORM
W-8 (CERTIFICATE OF FOREIGN STATUS).

Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(A),
6045, and 6050A.

PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividend,
interest, or other payments to give correct taxpayer identification numbers to
payers who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file a tax return. Payers must generally withhold 31%
of taxable interest, dividend, and certain other payments to a payee who does
not furnish a correct taxpayer identification number to a payer. Certain
penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your correct taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis that results in no imposition of
backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE
<PAGE> 14

The Information Agent for the offer is:

River Oaks Partnership Services, Inc.

By Mail:
P.O. Box 2065
S. Hackensack, N.J. 07606-2065

By Overnight Courier:
111 Commerce Road
Carlstadt, N.J. 07072
Attn.: Reorganization Dept.

By Hand:
111 Commerce Road
Carlstadt, N.J. 07072
Attn.: Reorganization Dept.

By Telephone:

Toll Free (888) 349-2005

or
(201) 896-1900

By Fax:
(201) 896-0910